Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Each sale of Notes to the Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the Agent one or more Agents as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, such Agent or Agents. Each "such separate agreement (which may be an oral agreement) between one or more Agents and the Company, is herein referred to as a “Terms Agreement" may take ”. Unless the form of an exchange of context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication Terms Agreement between the Agent and the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), 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 Agents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may utilize a selling or dealer group in connection with the resale of delivery the Notes purchased. Such Terms Agreement shall also specify whether or not any of the officer’s certificate, opinions of counsel or comfort letter specified in Sections 7(b), 7(c) and payment for Notes 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the AgentSecurities. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Company or the Company to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and or interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Company, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou or other broker-dealers, as applicable. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal, you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.

Purchases as Principal. Each sale of the Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement, if confirmed in writing by facsimile transmission or oral communication followed by written confirmation or telecommunication otherwise) between the 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 an Agent. Each such Terms Agreement, whether oral or written, shall be with respect to such information (as applicable) as is specified in Exhibit A B hereto. The An Agent's ’s commitment to purchase the 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of the Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify 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 be mutually agreed upon. Each date An Agent may utilize a selling or dealer group in connection with the resale of delivery of the Notes purchased and payment for the Agents may sell any 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 purchased by in excess of the Agent as principal or as agent or by any other purchaser is referred discount payable to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified Agents by the Company. Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 7(a), 7(b) and 7(c) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement, if confirmed in writing by facsimile transmission or oral communication followed by written confirmation or telecommunication otherwise) between the 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 an Agent. Each such Terms Agreement, whether oral or written, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount or face amount, as applicable, of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify 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 be mutually agreed upon. Each date An Agent may utilize a selling or dealer group in connection with the resale of delivery of Notes purchased and payment for the Agents may sell any 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 purchased by in excess of the Agent as principal or as agent or by any other purchaser is referred discount payable to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified Agents by the Company) . Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of the aggregate principal amount of Notes held by the Agent as principal purchased counsel and comfort letter pursuant to a Terms Agreement pursuant to this AgreementSections 7(a), 7(b) and 7(c) hereof.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Bank or the Bank to you. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such Notes, the maturity date of such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Notes as principal you may resell such Notes to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each date In addition, any Agent may offer the Notes it has purchased as principal to other dealers. Any Agent may sell Notes to any 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 such Agent from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers' certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5 hereof.

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Bank. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Note Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Notes, as the case may be, by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Notes, as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes Securities to the any Agent as principal shall be made in accordance with the terms of this Agreement and the (unless such Agent and the Company will enter into shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase thereof by the by, such Agent. Each "A Terms Agreement" Agreement will be substantially in the form of Exhibit A hereto but may take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the an Agent and the Company and shall be with respect may also specify certain provisions relating to the reoffering of such information (as applicable) as is specified in Exhibit A heretoSecurities by such Agent. The Agent's commitment of any Agent to purchase Notes Securities as principal principal, whether 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 herein contained and shall be subject to the terms and conditions herein and in the applicable Terms Agreement set forth. Each agreement by the an Agent to purchase Notes Securities as principal (whether or not set forth in pursuant to a Terms AgreementAgreement or otherwise) shall specify the principal amount of Notes Securities to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and or interest rate formulabasis, if any, applicable to such Notes and Securities, any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificatesSecurities, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and date and place of delivery of and payment for such Notes. Each Securities (the time and date of any and each such delivery and payment, the "Time of Delivery") and any provisions relating to rights of, and default by, underwriters acting together with such Agent in the reoffering of Securities, and shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 4 hereof. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of and payment for Notes to be Securities purchased by the an Agent as principal or and the payment therefor shall be as agent or by any other purchaser is referred to herein as a "Settlement Dateset forth in the Administrative Procedures." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and (unless the Company will enter into and such Agent shall otherwise agree) pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication agreement) between the such 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 such Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in the form of Terms Agreement attached as Exhibit A hereto. The Such 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes. Each date of delivery of , any provisions relating to rights of, and payment for Notes to be purchased by default by, purchasers acting together with such Agent in the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) reoffering of the aggregate principal amount Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a selling or dealer group in connection with the resale of the Notes held by purchased. Such Terms Agreement shall also specify the Agent as principal purchased requirements for the opinions of counsel, officers' certificate and comfort letter pursuant to a Terms Agreement pursuant to this AgreementSections 5(c), 5(d) and 5(e) hereof.

Purchases as Principal. Each sale of Notes Securities to the an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the Agent and form of Exhibit C attached hereto, to be entered into on behalf of such Agent(s) by the Company will enter into a Terms Agreement that Purchasing Agent, which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by by, the AgentPurchasing Agent as principal. Each "Terms Agreement" such separate agreement (which may take be an oral agreement and confirmed in writing as described below among the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Purchasing Agent and the Company and shall be with respect Company) is herein referred to as a “Terms Agreement”. A Terms Agreement may also specify certain provisions relating to the reoffering of such information (as applicable) as is specified in Exhibit A heretoSecurities by the Purchasing Agent. The Purchasing Agent's commitment ’s agreement to purchase Notes as principal Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations representations, warranties and warranties agreements of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent Except pursuant to purchase Notes as principal (whether or not set forth in a Terms Agreement, under no circumstances shall you be obligated to purchase any Securities for your own account. Each Terms Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall specify describe the Securities to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate or formula and maturity date or dates of such NotesSecurities, the interest payment dates, if any, the price to be paid to the Company for such NotesSecurities, the interest rate initial public offering price at which the Securities are proposed to be reoffered, and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities (the “Settlement Date”), whether the Notes provide for a survivor’s option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication between the Purchasing Agent and the Company. In connection with the resale of the Securities purchased, without the consent of the Company, you are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company, provided that any such brokers or dealers engaged shall enter into a Master Selected Dealer Agreement in the form attached hereto as Exhibit E. The Purchasing Agent will provide the Company with a listing, updated each calendar quarter, of those brokers or dealers so engaged. Unless authorized by the Purchasing Agent in each instance, each Agent agrees not to purchase and sell Securities for which an order from a client has not been received. Each date purchase of delivery of and payment for Notes to be purchased Securities by the Purchasing Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify from the Company either orally or in writing (as specified by shall be at a discount from the Company) of the aggregate principal amount of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes held by the Purchasing Agent as principal purchased pursuant to from the Company shall be at a Terms Agreement pursuant to this Agreementdiscount from the initial offering price of each such Security on the date of issue not in excess of the applicable Concession set forth in Exhibit A hereto.

Purchases as Principal. Each sale of Notes Program Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement or Units Terms Agreement that will provide for the sale of such Notes Program Securities to and the purchase thereof by the Agentyou. Each "Notes Terms Agreement" may Agreement or Units Terms Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information Exhibit A-1 (as applicable) as is specified hereto (in Exhibit A heretothe case of Notes, a “Written Notes Terms Agreement,” and in the case of Units, a “Written Units Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company. The Agent's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement or Units Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase (i) Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such NotesNotes and (ii) Units Terms Agreement shall specify (a) the information set forth in (i) above with respect to any Notes issued as part of 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. Each such agreement shall Notes Terms Agreement or Units Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Notes Terms Agreement and a Unit Terms Agreement may also specify certain provisions relating to the reoffering of such Notes or Units, as the case may be, by the Agentyou. Each Notes Terms Agreement and each Units Terms Agreement shall specify the time and place of delivery of and payment for such NotesNotes or Units, as the case may be. Unless otherwise specified in a Notes Terms Agreement or a Units Terms Agreement, the procedural details relating to the issue and delivery of Notes or Units, as the case may be, purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Program Securities to be purchased by the Agent you as principal pursuant to a Notes Terms Agreement or a Units Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon the Company's request” Unless otherwise specified in a Notes Terms Agreement or a Units Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Program Securities as principal purchased pursuant you may resell such Program Securities to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Time of Sale Prospectus and Prospectus relating to this Agreementsuch Notes or Units.

Purchases as Principal. Each If requested by an Agent in connection with a sale of Notes directly to the such Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and for its own account, the Company will enter into a separate Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by such Agent in accordance with the Agentterms of this Agreement and the Terms Agreement. Each "Terms Agreement" may Agreement shall take the form of either (i) a written agreement substantially in the form of Exhibit B hereto or in the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the such Agent and the Company (any such written agreement hereinafter a "Written Terms Agreement") or (ii) an oral agreement between such Agent and shall be with respect the Company confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The Such Agent's 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the an Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notesthereof, the price to be paid to the Company for such Notes, the interest rate and or interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the AgentCompany. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Procedures (as defined below). Each date of delivery of and payment for Notes to be purchased by the an Agent as principal principal, whether pursuant to a Terms Agreement or as agent or by any other purchaser otherwise, is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement."

Purchases as Principal. Each sale of Notes Securities to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and (unless the Company and the Agent and the Company will enter into shall otherwise agree) in a Terms Agreement that separate agreement which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by by, the Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication agreement) between the 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 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 hereto. The An Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify (i) the principal amount of Notes Securities to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, (ii) the price to be paid to the Company for such Notes, the interest rate and interest rate formulaSecurities (which shall be at a discount, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificatesas specified in a Terms Agreement), opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify (iii) the time and place of delivery of and payment for such Notes. Each date of delivery Securities, (iv) any provisions relating to the rights of and payment 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 Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. Such Terms Agreement shall also specify the requirements for Notes the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(m), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by the 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 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 or for the Depositary for the account of the Agent, in either case, against payment by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify of the purchase price to or upon the order of the Company either orally or in writing the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as specified defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the CompanyAgent 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 the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted 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: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Closing Date, the nondefaulting 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 Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the right to postpone the 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. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The An Agent's ’s commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Bank or the Bank to you. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such Notes, the maturity date of such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Notes as principal you may resell such Notes to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's Your commitment to purchase Notes as principal Securities 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 herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer’s certificates, opinions of counsel and letters from the independent public accountants Ernst & Young LLP pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. For each sale of Securities to an Agent as principal that is not made pursuant to Section 4 hereof. A a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for such Notestherefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. Each date Subject to the provisions of delivery of and payment for Notes to be any applicable Terms Agreement, securities purchased by the an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as agent or determined by any such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights 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 to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Bank. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank and Holding herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank pursuant to Section 4 6 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Notes, as the case may be, by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon the Company's request” Unless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Notes, as principal purchased pursuant you may resell such Notes to other dealers, at a Terms Agreement pursuant discount or discounts such as you may determine provided that each such discount, shall not exceed the amount set forth in the Time of Sale Information relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and and, if requested by such Agent, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" Agreement will be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the an Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoCompany. The Each Agent's 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the an Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the Settlement Date (as hereinafter defined) the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the an Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. With respect to each sale of Notes to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Notes and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Each date of delivery of and payment for Notes to be purchased by the an Agent as principal principal, whether pursuant to a Terms Agreement or as agent or by any other purchaser otherwise, is referred to herein as a "Settlement Date"." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and Distribution Agreement. In connection with each such sale, the Agent and the Company Operating Partnership will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any form of either (i) a written telecommunication or oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company Operating Partnership, which, unless otherwise agreed by the Operating Partnership and shall such Agent, may be with respect to such information (as applicable) as is specified substantially in the form of Exhibit A heretohereto (a "WRITTEN TERMS AGREEMENT"), or (ii) an oral agreement between such Agent and the Operating Partnership confirmed in writing by such Agent to the Operating Partnership. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Operating Partnership and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Operating Partnership for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such agreement shall Note equivalent to the applicable commission set forth in Section 2(a) above. Each such Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement DateSETTLEMENT DATE." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the if an Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of is purchasing Notes held by the Agent as principal purchased pursuant it may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's Your commitment to purchase Notes as principal Securities pursuant to any applicable Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company contained herein contained and in any applicable Terms Agreement and shall be subject to the terms and conditions set forth herein set forthand in any such Terms Agreement; provided, however, that for purposes of any Terms Agreement, all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the PricewaterhouseCoopers LLP (or another nationally recognized firm of independent public accountants accountants) pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. For each sale of Securities to an Agent as principal that is not made pursuant to Section 4 hereof. A a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for such Notestherefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. Each date Subject to the provisions of delivery of and payment for Notes to be any applicable Terms Agreement, Securities purchased by the an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as agent or determined by any such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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 twenty-four (as specified by 24) hour period, then: (i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights to postpone the Settlement Date for a period not exceeding seven (7) 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 Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's Your commitment to purchase Notes as principal Securities 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 herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants PricewaterhouseCoopers LLP pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. For each sale of Securities to an Agent as principal that is not made pursuant to Section 4 hereof. A a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for such Notestherefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. Each date Subject to the provisions of delivery of and payment for Notes to be any applicable Terms Agreement, Securities purchased by the an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as agent or determined by any such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within twenty-four (24) hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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 twenty-four (as specified by 24) hour period, then: (i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights to postpone the Settlement Date for a period not exceeding seven (7) 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. Subject to the terms and conditions stated herein, the Company agrees that, whenever the Company determines to sell Notes directly to any Agent as principal for resale to others, it will enter into a separate agreement relating to such sale in accordance with the provisions of this Section 3(a). Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent Procedures (as defined in Section 3(c) below) and the Company will enter into a Terms Agreement that supplemental agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, an Agent. Each "Terms Agreement" such supplemental agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication agreement and confirmed in writing between the an Agent and the Company Company) is herein referred to as a “Terms Agreement”. Each such Terms Agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Delivery of the Agent certificates for Notes sold to purchase Notes a Purchaser pursuant to any Terms Agreement shall be made as principal (whether or not agreed to between the Company and the Purchaser as set forth in a the respective Terms Agreement) shall specify , not later than the principal Purchase Date set forth in such Terms Agreement, against payment of funds to the Company in the net amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid due to the Company for such Notes by the method and in the form set forth in the respective Terms Agreement. 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 interest rate principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The 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 interest rate formula, if any, applicable may allow all or any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes and any other terms of from the Company by one or more Agents as principal, such Notes. Each such agreement Agent or Agents shall also specify any the requirements for the stand-off agreement, officers' certificates’ certificate, opinions of counsel and letters from the independent public accountants of the Company comfort letter pursuant to Section 4 Sections 4(j), 7(b), 7(c) and 7(d) respectively hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each If requested by you in connection with a sale of Notes directly to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and for resale to others, the Company will enter into a separate Terms Agreement (with terms acceptable to it and to you) that will provide for the sale of such Notes to and the purchase and re-offering thereof by you in accordance with the Agentterms of this Agreement and the Terms Agreement. Each "Terms Agreement" Agreement shall be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent you and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoCompany. The Agent's Your commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent you to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notesthereof, the price to be paid to the Company for such Notes, Notes and the interest rate time and interest rate formula, if any, applicable to place of delivery of and payment for such Notes and any other terms of (each such Notesdate, a "Settlement Date"). Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Unless otherwise specified in a Terms Agreement Agreement, if you are purchasing Notes as a principal you may also specify certain provisions resell such Notes to other dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale (i) The Selling Agents shall not have any obligation to purchase Notes from the 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 and the Selling Agent and, if required by law or otherwise, disclosed in a Pricing Supplement, each series of Notes sold to the a Selling Agent as principal shall be made in accordance with purchased by such Selling Agent at a price equal to 100% of the terms of this Agreement and principal amount thereof less a discount equivalent to the Agent and the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified applicable commissions set forth in Exhibit C hereto 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. (ii) A hereto. The Selling Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 11(b) hereof. Each agreement by When a Selling Agent and the Company agree that such Selling Agent to shall purchase Notes as principal principal, that agreement shall take the form of (whether or not set forth A) a written agreement between such Selling Agent and the Company, which may be substantially in the form of Exhibit D hereto (a “Written Terms Agreement”) or (B) an oral agreement between such Selling Agent and the Company confirmed in writing by such Selling Agent to the Company. (iii) Each Written Terms Agreement shall specify the principal amount of Notes to be purchased by the such Selling Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes Notes, selling restrictions and any other terms of such Notes. Each such agreement shall Written Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants registered accounting firm of the Company pursuant to Section 4 hereof. A Written Terms Agreement also may also specify certain provisions relating to the reoffering of such Notes by the such Selling Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale Notes purchased from the Company by an Agent individually or as part of Notes to the Agent a syndicate with one or more other Agents as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement) between one or oral communication followed by written confirmation or telecommunication between the Agent more Agents 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 Terms Agreement between the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained contained, and the Company’s agreement to sell Notes to an Agent as principal shall be deemed to have been made on the basis of the representations and warranties of such Agent herein contained, and each such commitment shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes forth and, as principal (whether or not applicable, as set forth in a any Terms Agreement) . Each Terms Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in such Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, if the trade is being made with two or more Agents, the applicable default provisions in the event of a default by one or more of the Agents (if different from the provisions set forth in the following paragraph), and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may engage the services of delivery any broker or dealer in connection with the resale of the Notes purchased by them as principal and payment for Notes may allow all or any portion of the discount received from the Company in connection with such purchases to such brokers or dealers. Such Terms Agreement shall also specify whether or not any of the stand-off agreement, officers’ certificate, opinions of counsel or comfort letter specified in Sections 4(l), 7(b), 7(c) and 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify . If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes as part of a syndicate and one or more of such 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 Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes held to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting 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 Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased pursuant by all of such Agents on the Settlement Date, such agreement to a Terms Agreement purchase such Notes shall terminate without liability on the part of any nondefaulting Agents. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company 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. Subject to the terms and conditions stated herein, the Company agrees that, whenever the Company determines to sell Securities directly to any Agent as principal for resale to others, it will enter into a separate agreement relating to such sale in accordance with the provisions of this Section 3(a). Each sale of Notes Securities to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent Procedures (as defined in Section 3(c) below) and the Company will enter into a Terms Agreement that supplemental agreement which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the by, an Agent. Each "Terms Agreement" such supplemental agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication agreement and confirmed in writing between the an Agent and the Company and the Operating Partnership) is herein referred to as a “Terms Agreement”. Each such Terms Agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent's ’s commitment to purchase Notes as principal Securities shall be deemed to have been made on the basis of the representations and warranties of the Company and the Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Delivery of the Agent certificates for Securities sold to purchase Notes a Purchaser pursuant to any Terms Agreement shall be made as principal (whether or not agreed to between the Company and the Operating Partnership, and the Purchaser as set forth in a the respective Terms Agreement) shall specify , not later than the principal Purchase Date set forth in such Terms Agreement, against payment of funds to the Company in the net amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid due to the Company for such NotesSecurities by the method and in the form set forth in the respective Terms Agreement. Unless the context otherwise requires, references herein to “this Agreement” shall include the interest rate applicable agreement of one or more Agents to purchase Securities from the Company as principal. Each purchase of Securities, unless otherwise agreed, shall be at a discount from the principal amount of each such Security equivalent to the applicable commission set forth in Schedule A hereto. The Agents may engage the services of any other broker or dealer in connection with the resale of the Securities purchased by them as principal and interest rate formula, if any, applicable may allow all or any portion of the discount received in connection with such purchases from the Company to such Notes brokers and any other terms dealers. At the time of each purchase of Securities from the Company by one or more Agents as principal, such Notes. Each such agreement Agent or Agents shall also specify any the requirements for the stand-off agreement, officers' certificates’ certificate, opinions of counsel and letters from the independent public accountants of the Company comfort letter pursuant to Section 4 Sections 4(j), 7(b), 7(c) and 7(d) respectively hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit A hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit B hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. In addition, any Agent may offer the Notes it has purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement (as such term is defined in Section 3(a) hereof), such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and officers' certificates pursuant to Section 5 hereof. The obligation of the Company to sell and deliver Notes, pursuant to any Purchase Agreement or otherwise, shall in each case be subject to the condition that, on any settlement date for the sale of Notes or the Time of Delivery, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and still be in effect and no proceedings for that purpose shall be pending before, or to the knowledge of the Company or the Agents contemplated or threatened by, the Commission. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Purchase Agreement is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement."

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each date of In addition, the Agents may offer the Notes they have purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers' certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5 hereof.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement, if confirmed in writing by facsimile transmission or oral communication followed by written confirmation or telecommunication otherwise) between the 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 an Agent. Each such Terms Agreement, whether oral or written, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment Unless otherwise specified in the applicable Terms Agreement, any purchase of Notes by an Agent as principal will be on a best efforts basis and such Agent will not be required to purchase or sell any specific number or dollar amount of Notes. An Agent’s purchase of 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify 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 be mutually agreed upon. Each date An Agent may utilize a selling or dealer group in connection with the resale of delivery of Notes purchased and payment for the Agents may sell any 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 purchased by in excess of the Agent as principal or as agent or by any other purchaser is referred discount payable to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified Agents by the Company) . Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of the aggregate principal amount of Notes held by the Agent as principal purchased counsel and comfort letter pursuant to a Terms Agreement pursuant to this AgreementSections 7(a), 7(b) and 7(c) hereof.

Purchases as Principal. Each sale of Notes Program Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement that will provide for the sale of such Notes Program Securities to and the purchase thereof by the Agentyou. Each "Notes Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Notes Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Company. The Agent's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Notes Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof4. A Notes Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Notes Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Notes Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Program Securities to be purchased by the Agent you as principal or as agent or by any other purchaser pursuant to a Notes Terms Agreement is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Notes Terms Agreement, if you are purchasing Program Securities as principal, you may resell such Program Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify the Company either orally or in writing (as specified by the Company) Time of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant Sale Prospectus and Prospectus relating to a Terms Agreement pursuant to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes Securities to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Bank or the Bank to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal notional amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such NotesSecurities, the maturity date of such Securities, the interest rate and interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.

Purchases as Principal. Each sale of Unless otherwise agreed to by a Distribution Agent and the Bank, Bank Notes to shall be purchased by the Distribution Agent as principal principal. Such purchases shall be made in accordance with terms agreed upon by the terms of this Agreement and the Distribution Agent and the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be Bank with respect to such information (as applicable) as is specified in Exhibit A hereto (which terms shall be agreed upon orally, and which may or may not be confirmed in writing in the form of Exhibit A, prepared by the Distribution Agent and mailed or sent via facsimile transmission to the Bank) and, in the case of sales to Distribution Agents on a syndicated basis, a separate terms agreement substantially in the form of Exhibit G hereto. Any oral or written agreement entered into pursuant to the previous sentence, including any agreement in the form of Exhibit G hereof, is referred to herein as a “Terms Agreement”. The Distribution Agent's ’s commitment to purchase Bank Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase of Bank Notes as principal (whether or not set forth in shall be at a Terms Agreement) shall specify discount from the principal amount of Notes each such Bank Note equivalent to the commission to be purchased agreed to by the Bank and each such Distribution Agent pursuant theretoand set forth in the Terms Agreement. The Distribution Agent may engage the services of any other broker or dealer in connection with the resale of the Bank Notes purchased as principal and may allow any portion of the discount received in connection with such purchases from the Bank to such brokers and dealers. At the time of each purchase of Bank Notes by a Distribution Agent as principal, the maturity date of such Notes, Distribution Agent shall specify the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for the officers' ’ certificates, opinions of counsel and letters from the independent public accountants of the Company accountant’s letter pursuant to Section 4 Sections 8(b)(iii), 8(c)(iii) and 8(d)(iii) hereof. A Terms Agreement may also specify certain provisions relating to the reoffering The resale of any Bank Notes acquired by such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Distribution Agent as principal or as agent or by any other purchaser is referred shall be subject to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) all of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreementapplicable selling restrictions set forth in Exhibit F hereto.

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement -7- between the Agent you and the Company and shall be with respect confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Company. The Agent's Your commitment to purchase Notes as principal principal, pursuant to a Terms Agreement, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if any Agent purchases from it Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each date of In addition, the Agents may offer the Notes they have purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers' certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5 hereof.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and (unless the Company will enter into and such Agent shall otherwise agree) pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by agreement with written confirmation or telecommunication prepared by such Agent and mailed to the Company) between the such Agent and the Company is hereinafter 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 such Agent. Each such Terms Agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The applicable Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot otherwise specified in such Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes. Each date of delivery , any provisions relating to the rights of and payment for default by purchasers acting together with such Agent in the reoffering of the Notes to and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The applicable Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased by it as principal. Such Terms Agreement shall also specify the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon requirements, if any, for the Company's requeststand-off agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) officers’ certificate, opinions of the aggregate principal amount of Notes held by the Agent as principal purchased counsel and comfort letter pursuant to a Terms Agreement pursuant to this AgreementSections 4(k), 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to the Agent as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Issuer will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any form of either (i) a written telecommunication or oral communication followed by written confirmation or telecommunication agreement between the Agent and the Company and shall Issuer, which may be with respect to such information (as applicable) as is specified substantially in the form of Exhibit A heretohereto (each, a "Written Terms Agreement"), or (ii) an oral agreement between the Agent and the Issuer confirmed in writing by the Agent to the Issuer. The Issuer may authorize any other person, partnership or corporation to purchase Notes as principal, provided that any such principal shall have entered into a Terms Agreement with the Issuer. The Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Issuer herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Issuer pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by the Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for the Notes to be purchased by the Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon Unless otherwise specified in a Terms Agreement, if the Company's requestAgent is purchasing Notes as principal, the Agent will notify the Company either orally or may resell such Notes to other dealers in writing (as specified by the Company) connection with an offering of the aggregate principal Notes. Any such sales may be at a discount, which shall not exceed the amount of Notes held by set forth in the Agent as principal purchased pursuant Prospectus Supplement relating to a Terms Agreement pursuant to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in EXHIBIT A hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with EXHIBIT B hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. In addition, any Agent may offer the Notes it has purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement (as such term is defined in Section 3(a) hereof), such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and officers' certificates pursuant to Section 5 hereof. The obligation of the Company to sell and deliver Notes, pursuant to any Purchase Agreement or otherwise, shall in each case be subject to the condition that, on any settlement date for the sale of Notes or the Time of Delivery, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and still be in effect and no proceedings for that purpose shall be pending before, or to the knowledge of the Company or the Agents contemplated or threatened by, the Commission. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Purchase Agreement is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement."

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement 8 between the Agent you and the Company and shall be with respect confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Company. The Agent's Your commitment to purchase Notes as principal principal, pursuant to a Terms Agreement, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "WRITTEN TERMS AGREEMENT"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified the Company in the form of Exhibit A hereto. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement DateSETTLEMENT DATE." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and and, if requested by such Agent, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" Agreement will be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the an Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoCompany. The Each Agent's 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the an Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the Settlement Date (as hereinafter defined), the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the an Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. With respect to each sale of Notes to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Notes and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). Each date of delivery of and payment for Notes to be purchased by the an Agent as principal principal, whether pursuant to a Terms Agreement or as agent or by any other purchaser otherwise, is referred to herein as a "Settlement Date"." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes Securities to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement, if confirmed in writing by facsimile transmission or oral communication followed by written confirmation or telecommunication between the Agent and otherwise) among an Agent, the Company and the Guarantor 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 among the Company, the Guarantor and an Agent. Each such Terms Agreement, whether oral or written, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment Unless otherwise specified in the applicable Terms Agreement, any purchase of Securities by an Agent as principal will be on a best efforts basis and such Agent will not be required to purchase Notes or sell any specific number or dollar amount of Securities. An Agent’s purchase of Securities 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 Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount or face amount, as applicable, of Notes Securities to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of Securities, any provisions relating to rights of, and payment for Notes to be purchased by default by, purchasers acting together with the Agent in the reoffering of such Securities, and such other provisions (including further terms of such Securities) as principal may be mutually agreed upon. An Agent may utilize a selling or as agent or by dealer group in connection with the resale of Securities purchased and the Agents may sell any other purchaser is referred such Securities to herein as any dealers at a "Settlement Date." Upon discount but, unless specified otherwise in the Company's requestapplicable Pricing Supplement, such discount allowed to any dealer shall not be in excess of the Agent will notify discount payable to the Company either orally or in writing (as specified Agents by the Company) . Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of the aggregate principal amount of Notes held by the Agent as principal purchased counsel and comfort letter pursuant to a Terms Agreement pursuant to this AgreementSections 7(a), 7(b) and 7(c) hereof.

Purchases as Principal. Each sale of Notes to the Purchasing Agent as principal shall be made in accordance with the terms of this Agreement contained herein and (unless the Company and the Purchasing Agent and the Company will enter into shall otherwise agree) pursuant to a Terms Agreement separate agreement that will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Purchasing Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication agreement promptly confirmed in writing as described below) between the Purchasing 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 Purchasing Agent. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Annex I hereto. The Purchasing Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Purchasing Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by applicable commission set forth on Schedule A to the Agent. Each applicable Terms Agreement shall specify Agreement), the time and place of delivery of and payment for such Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Purchasing Agent is authorized to utilize a selling or dealer group in connection with the resale of delivery the Notes purchased. Such Terms Agreement shall also specify the requirements, if any, for the opinions of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon counsel, letters of the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased ’s independent public accountants and officer’s certificate pursuant to a Terms Agreement pursuant to this AgreementSections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes (a) From time to time any Agent may agree with the Agent Company to purchase Securities from the Company as principal principal, at negotiated discounts, in which case such purchase shall be made in accordance with the terms of this Agreement and the a separate agreement, which may be (i) an oral agreement, to be entered into between such Agent and the Company will enter Company, confirmed, in writing, by such Agent to the Company, or (ii) a written agreement, to be entered into a Terms Agreement that will provide for the sale of between such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company Company, substantially in the form attached hereto as Exhibit C (each such oral and shall be with respect written purchase agreement herein referred to such information as a Terms Agreement). A Terms Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this agreement. (as applicableb) as is specified in Exhibit A hereto. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. . (c) Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures (Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant is a Settlement Date). (d) Unless otherwise specified in a Terms Agreement, if any Agent is purchasing Notes as principal, such Agent may resell such Notes to this Agreementother dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to such Notes.

Purchases as Principal. Each sale of Notes to the an Agent as ---------------------- principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the if an Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of is purchasing Notes held by the Agent as principal purchased pursuant such Agent may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as the Company which the Company indicates in writing is specified in Exhibit A heretoacceptable. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Unless otherwise agreed, no Agent shall have any obligation to purchase Securities from the Company as principal, but any Agent, severally and not jointly, may agree from time to time to purchase Securities as principal. Each sale of Notes Securities to the any Agent as principal shall be made in accordance with the terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by the Agent and the Company will enter into a Terms Agreement that within 24 hours thereafter, which may be by facsimile or other electronic transmission) or in writing, which will provide for the sale of such Notes to Securities to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Securities by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and to purchase Securities from the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of Notes the Securities to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such NotesSecurities and such other information (as applicable) as is set forth in Exhibit B hereto. Each date The Company agrees that if an Agent purchases Securities as principal for resale, such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement. To the extent described in the Prospectus, the Agents may utilize a selling or dealer group in connection with the resale of the Securities purchased. Such Purchase Agreement shall also specify the requirements, if any, for delivery of opinions of counsel, accountants' letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers' certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5.

Purchases as Principal. Each sale Notes purchased from the Company by an Agent individually or as part of Notes to the Agent a syndicate with one or more other Agents as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement) between one or oral communication followed by written confirmation or telecommunication between the Agent more Agents 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 Terms Agreement between the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained contained, and the Company’s agreement to sell Notes to an Agent as principal shall be deemed to have been made on the basis of the representations and warranties of such Agent herein contained, and each such commitment shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes forth and, as principal (whether or not applicable, as set forth in a any Terms Agreement) . Each Terms Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in such Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, if the trade is being made with two or more Agents, the applicable default provisions in the event of a default by one or more of the Agents (if different from the provisions set forth in the following paragraph), and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may engage the services of delivery any broker or dealer in connection with the resale of the Notes purchased by them as principal and payment for Notes may allow all or any portion of the discount received from the Company in connection with such purchases to such brokers or dealers. Such Terms Agreement shall also specify whether or not any of the stand-off agreement, officers’ certificate, opinions of counsel or comfort letter specified in Sections 4(l), 7(b), 7(c) and 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify . If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes as part of a syndicate and one or more of such 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 Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes held to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting 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 Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased pursuant by all of such Agents on the Settle­ment Date, such agreement to a Terms Agreement purchase such Notes shall terminate without liability on the part of any nondefaulting Agents. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company 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. (a) Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and a separate agreement to be entered into between the Agent Company and the Company will enter into a Terms Agreement that Lead Agent which will provide for the sale of such Notes to Securities to, and the purchase of and reoffering thereof by, the Lead Agent as principal (a “Terms Agreement”). Each such Terms Agreement, which may be oral (in which case a written confirmation of terms shall be delivered by the Agent. Each "Terms Agreement" may take Lead Agent to the Company), shall be substantially in the form of an exchange of any attached hereto as Exhibit D or in such other form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and as the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretothe Lead Agent may agree. The Agent's commitment agreement of the Lead Agent to purchase Notes as principal Securities pursuant to any Terms Agreement, unless otherwise set forth therein, shall be deemed to have been be made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement Terms Agreement shall describe the Securities to be purchased pursuant thereto by the Lead Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) principal, and shall specify specify, among other things, the aggregate principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate and maturity date of such NotesSecurities, whether the interest rate will be a fixed or floating interest rate, the price interest payment dates, the Offering Price, the Agents’ Concession (as defined below) to be paid to the Company for such NotesLead Agent, the interest rate and interest rate formulaDealers’ Concession (as defined below), the Reallowance (as defined below), if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating net proceeds to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Company, the time and place of delivery of and payment for such Notes. Each date of Securities (the “Settlement Date”), whether the Securities are redeemable or repayable, including pursuant to a Survivor’s Option (as defined in the Prospectus), and on what terms and conditions, whether there are any additional conditions precedent (including the delivery of additional opinions, certificates, accountant’s letters and payment for Notes other documents in the form of such opinions, certificates, accountant’s letters and other documents required to be purchased delivered pursuant to Section 6) to the obligations of the Lead Agent under such Terms Agreement and any other relevant terms, including the forms of any approved Issuer Free Writing Prospectus to be used in connection with the offer of the relevant Securities. (b) Upon the closing of the sale of any Securities sold by the Company to the Lead Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant as a result of a solicitation made by the Agents, the Company agrees to this Agreementpay the Lead Agent a concession in accordance with the schedule set forth in Exhibit E hereto applicable to such Security or such other concession upon which the Company and the Lead Agent agree in the form of a discount on the principal amount of notes sold (the “Agents’ Concession”); provided, however, that if the Company and the Lead Agent agree that based on market conditions and other factors in existence at the time of any sale of Securities, such commissions shall be subject to negotiation between the Company and the Lead Agent and shall be disclosed in the Pricing Supplement relating to such Securities. The Agents’ Concession shall be set forth in the applicable Terms Agreement and Pricing Supplement. The Lead Agent and the other Agents will share the Agents’ Concession in such proportions as they and the Company may agree. (c) Unless otherwise agreed to by the Lead Agent, each Agent shall purchase from the Lead Agent as principal for resale to the public, or to other dealers as set forth in Section 4(d) below, such aggregate principal amount of Securities with respect to which it has communicated offers to purchase to the Lead Agent (the “Commitment Amount”). The agreement of each Agent to purchase Securities from the Lead Agent shall be deemed to be made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Agent agrees to deliver to the Lead Agent on the Settlement Date (or on such later date as may be specified by the Lead Agent) and at the place specified by the Lead Agent immediately available funds, payable to the order of the Lead Agent, for (i) an amount equal to the Offering Price, less the applicable Agents’ Concession in respect of such Agent’s Commitment Amount or (ii) such other amount as the Lead Agent shall advise such Agent. The Lead Agent will make payment to the Company against delivery to the Lead Agent for each Agent’s account of the Securities to be purchased by each Agent, and the Lead Agent will deliver to each Agent the Securities paid for by such Agent. If the Lead Agent has determined that transactions in the Securities are to be settled through the facilities of DTC or another clearinghouse facility, payment for and delivery of Securities purchased by each Agent shall be made through such facilities, if such Agent is a member, or, if such Agent is not a member, settlement shall be made through such Agent’s ordinary correspondent who is a member. (d) In connection with the resale of the Securities purchased, the Agents may engage the services of broker-dealers in connection with the resale of the Securities (each, a “Dealer”); and such Agent may sell Securities to a Dealer at a price not less than the Offering Price less the applicable concession to dealers set forth in the applicable Pricing Supplement (the “Dealers’ Concession”); provided, however, that: (i) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer is either (a) a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) or (b) a foreign bank, dealer or institution not eligible for membership in FINRA and not registered under the Exchange Act (a “non-member foreign dealer”), (ii) (a) if such Dealer is a member of FINRA, such Dealer will comply with the requirements of FINRA Conduct Rule 2740 and Interpretive Material-2740 of the Conduct Rules of the FINRA, and such Dealer will not grant any concessions, discounts or other allowances which are not permitted by that section or (b) if such Dealer is a non-member foreign dealer, such Dealer will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories or its possessions, and that in making any sales of the Securities such Dealer will comply, as though it is a member of FINRA, with (A) the requirements of FINRA Conduct Rule 2790, (B) the requirements of FINRA Conduct Rule 2730 and Interpretive Material-2730, FINRA Conduct Rule 2750 and Interpretive Material-2750, and FINRA Conduct Rule 2420 and Interpretive Material 2420-1 and (C) to the extent applicable to such Dealer, the requirements of FINRA Conduct Rule 2420 and Interpretive Material 2420-1; (ii) Each Agent agrees that any Dealer it may engage will agree to comply with the duties and obligations of the Agents set forth in the Letter Agreement from the Agents to the Lead Agent dated October 27, 2003 as if applicable to such Dealer; and (iii) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer will offer the Securities to the public at the Offering Price and (ii) such Dealer will not reallow a discount on sales to other dealers in an amount in excess of the reallowance set forth in the applicable Pricing Supplement, if any (the “Reallowance”).

Purchases as Principal. (a) Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and a separate agreement to be entered into between the Agent Company and the Company will enter into a Terms Agreement that Lead Agent which will provide for the sale of such Notes to Securities to, and the purchase of and reoffering thereof by, the Lead Agent as principal (a “Terms Agreement”). Each such Terms Agreement, which may be oral (in which case a written confirmation of terms shall be delivered by the Agent. Each "Terms Agreement" may take Lead Agent to the Company), shall be substantially in the form of an exchange of any attached hereto as Exhibit D or in such other form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and as the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretothe Lead Agent may agree. The Agent's commitment agreement of the Lead Agent to purchase Notes as principal Securities pursuant to any Terms Agreement, unless otherwise set forth therein, shall be deemed to have been be made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement Terms Agreement shall describe the Securities to be purchased pursuant thereto by the Lead Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) principal, and shall specify specify, among other things, the aggregate principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate and maturity date of such NotesSecurities, whether the interest rate will be a fixed or floating interest rate, the price interest payment dates, the Offering Price, the Agents’ Concession (as defined below) to be paid to the Company for such NotesLead Agent, the interest rate and interest rate formulaDealers’ Concession (as defined below), the Reallowance (as defined below), if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating net proceeds to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Company, the time and place of delivery of and payment for such Notes. Each date of Securities (the “Settlement Date”), whether the Securities are redeemable or repayable, including pursuant to a Survivor’s Option (as defined in the Prospectus), and on what terms and conditions, whether there are any additional conditions precedent (including the delivery of additional opinions, certificates, accountant’s letters and payment for Notes other documents in the form of such opinions, certificates, accountant’s letters and other documents required to be purchased delivered pursuant to Section 6) to the obligations of the Lead Agent under such Terms Agreement and any other relevant terms. (b) Upon the closing of the sale of any Securities sold by the Company to the Lead Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant as a result of a solicitation made by the Agents, the Company agrees to this Agreementpay the Lead Agent a concession in accordance with the schedule set forth in Exhibit E hereto applicable to such Security or such other concession upon which the Company and the Lead Agent agree in the form of a discount on the principal amount of notes sold (the “Agents’ Concession”); provided, however, that if the Company and the Lead Agent agree that based on market conditions and other factors in existence at the time of any sale of Securities, such commissions shall be subject to negotiation between the Company and the Lead Agent and shall be disclosed in the Pricing Supplement (as defined below) relating to such Securities. The Agents’ Concession shall be set forth in the applicable Terms Agreement and Pricing Supplement. The Lead Agent and the other Agents will share the Agents’ Concession in such proportions as they and the Company may agree. (c) Unless otherwise agreed to by the Lead Agent, each Agent shall purchase from the Lead Agent as principal for resale to the public, or to other dealers as set forth in Section 4(d) below, such aggregate principal amount of Securities with respect to which it has communicated offers to purchase to the Lead Agent (the “Commitment Amount”). The agreement of each Agent to purchase Securities from the Lead Agent shall be deemed to be made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Agent agrees to deliver to the Lead Agent on the Settlement Date (or on such later date as may be specified by the Lead Agent) and at the place specified by the Lead Agent immediately available funds, payable to the order of the Lead Agent, for (i) an amount equal to the Offering Price, less the applicable Agents’ Concession in respect of such Agent’s Commitment Amount or (ii) such other amount as the Lead Agent shall advise such Agent. The Lead Agent will make payment to the Company against delivery to the Lead Agent for each Agent’s account of the Securities to be purchased by each Agent, and the Lead Agent will deliver to each Agent the Securities paid for by such Agent. If the Lead Agent has determined that transactions in the Securities are to be settled through the facilities of DTC or another clearinghouse facility, payment for and delivery of Securities purchased by each Agent shall be made through such facilities, if such Agent is a member, or, if such Agent is not a member, settlement shall be made through such Agent’s ordinary correspondent who is a member. (d) In connection with the resale of the Securities purchased, the Agents may engage the services of broker-dealers in connection with the resale of the Securities (each, a “Dealer”); and such Agent may sell Securities to a Dealer at a price not less than the Offering Price less the applicable concession to dealers set forth in the applicable Pricing Supplement (the “Dealers’ Concession”); provided, however, that: (i) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer is either (a) a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) or (b) a foreign bank, dealer or institution not eligible for membership in the NASD and not registered under the Exchange Act (a “non-member foreign dealer”), (ii) (a) if such Dealer is a member of the NASD, such Dealer will comply with the requirements of NASD Conduct Rule 2740 and Interpretive Material-2740 of the Conduct Rules of the NASD, and such Dealer will not grant any concessions, discounts or other allowances which are not permitted by that section or (b) if such Dealer is a non-member foreign dealer, such Dealer will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories or its possessions, and that in making any sales of the Securities such Dealer will comply, as though it is a member of the NASD, with (A) the interpretation of the Board of Governors of the NASD entitled “Free-Riding and Withholding,” (B) the requirements of the NASD Conduct Rule 2730 and Interpretive Material-2730, NASD Conduct Rule 2750 and Interpretive Material-2750, and NASD Conduct Rule 2420 and Interpretive Material 2420-1 and (C) to the extent applicable to such Dealer, the requirements of the NASD Conduct Rule 2420 and Interpretive Material 2420-1; (ii) Each Agent agrees that any Dealer it may engage will agree to comply with the duties and obligations of the Agents set forth in the Letter Agreement from the Agents to the Lead Agent dated October 27, 2003 as if applicable to such Dealer; and (iii) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer will offer the Securities to the public at the Offering Price and (ii) such Dealer will not reallow a discount on sales to other dealers in an amount in excess of the reallowance set forth in the applicable Pricing Supplement, if any (the “Reallowance”).

Purchases as Principal. Each sale of Notes to the an Agent as principal ---------------------- shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any form of either (i) a written telecommunication or oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall Company, which may be with respect to such information (as applicable) as is specified substantially in the form of Exhibit A heretohereto (a "Written Terms Agreement") or (ii) an oral agreement between such Agent and the Company, which may be confirmed in writing by such Agent to the Company. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the if an Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of is purchasing Notes held by the Agent as principal purchased pursuant such Agent may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the Agent one or more Agents as ----------------------- principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, such Agent or Agents. Each such separate agreement (which may be an oral agreement) between one or more Agents and the Company, is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" may take the form of an exchange of shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication Terms Agreement between the Agent and the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), 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 Agents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may utilize a selling or dealer group in connection with the resale of delivery the Notes purchased. Such Terms Agreement shall also specify whether or not any of the officer's certificate, opinions of counsel or comfort letter specified in Sections 7(b), 7(c) and payment for Notes 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between the applicable Agent and the Company) is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" may take the form of an exchange of shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication applicable Terms Agreement between the Agent and the Company and the applicable Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A B hereto. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of delivery counsel, comfort letter and stand-off agreement pursuant to Sections 7(b), 7(c), 7(d) and 4(j), respectively, hereof. In addition, the applicable Agent is authorized to engage the services of and payment for any broker or dealer in connection with the offer or sale of Notes which such Agent has purchased as principal. The applicable Agent may sell such Notes to any broker or dealer at a price that includes all or any portion of the discount to be purchased received by the such Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon from the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale Notes purchased from the Company by an Agent individually or as part of Notes to the Agent a syndicate with one or more other Agents, as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase thereof and reoffering thereof, by the such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement) between one or oral communication followed by written confirmation or telecommunication between the Agent more Agents 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 Terms Agreement between the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained contained, and the Company’s agreement to sell Notes to an Agent as principal shall be deemed to have been made on the basis of the representations and warranties of such Agent herein contained, and each such commitment shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes forth and, as principal (whether or not applicable, as set forth in a any Terms Agreement) . Each Terms Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, if the trade is being made with two or more Agents, the applicable default provisions in the event of a default by one or more of the Agents, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may engage the services of delivery any broker or dealer in connection with the resale of the Notes purchased by them as principal and payment for Notes may allow all or any portion of the discount received from the Company in connection with such purchases to such brokers or dealers. Such Terms Agreement shall also specify whether or not any of the officer’s certificate, opinions of counsel or comfort letter specified in Sections 7(b), 7(c) and 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify . If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes as part of a syndicate and one or more of such 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 Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes held to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting 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 Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased pursuant by all of such Agents on the Settlement Date, such agreement to a Terms Agreement purchase such Notes shall terminate without liability on the part of any nondefaulting Agents. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company 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 to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Issuer will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Issuer, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Issuer confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Issuer. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Issuer and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Issuer pursuant to Section 4 6 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Notes, as the case may be, by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon the Company's request” Unless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Notes, as principal purchased pursuant you may resell such Notes to other dealers, at a Terms Agreement pursuant discount or discounts such as you may determine provided that each such discount, shall not exceed the amount set forth in the Time of Sale Information relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you, the Bank and Holding, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Bank. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Note Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank and Holding pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Notes, as the case may be, by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Notes, as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes (a) From time to time any Agent may agree with the Agent Company to purchase Securities from the Company as principal principal, at negotiated discounts, in which case such purchase shall be made in accordance with the terms of this Agreement and the a separate agreement, which may be (i) an oral agreement, to be entered into between such Agent and the Company will enter Company, confirmed, in writing, by such Agent to the Company, or (ii) a written agreement, to be entered into a Terms Agreement that will provide for the sale of between such Notes to and the purchase thereof by the Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company Company, substantially in the form attached hereto as Exhibit C (each such oral and shall be with respect written purchase agreement herein referred to such information as a Terms Agreement). A Terms Agree- ment, to the extent set forth therein, may incorporate by reference specified provisions of this agreement. (as applicableb) as is specified in Exhibit A hereto. The An Agent's commitment to purchase Notes as principal Securities pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the such Agent pursuant thereto, the maturity date of such NotesSecurities, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the such Agent. . (c) Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures (Each date of delivery of and payment for Notes Securities to be purchased by the an Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant is a Settlement Date). (d) Unless otherwise specified in a Terms Agreement, if any Agent is purchasing Securities as principal, such Agent may resell such Securities to this Agreementother dealers. Any such sales may be at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to such Securities.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that separate agreement which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" such separate agreement (which shall be substantially in the form of Exhibit B hereto and which may take the form of an exchange of any oral agreement confirmed in writing or any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent you and the Company and shall be with respect Company) is herein referred to such information (as applicable) as is specified in Exhibit A heretoa "Terms Agreement". The Agent's Your commitment to purchase Notes as principal Securities 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 herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to "you" or "the Agents" shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer's certificates, opinions of counsel and letters from the independent public accountants of the Company Ernst & Young LLP pursuant to Section 4 Sections 5 and 6 hereof. A Terms Agreement may also specify certain provisions relating For each sale of Securities to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser that is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased not made pursuant to a Terms Agreement Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Procedures (as defined below). For each such sale of Securities to an Agent as principal that is not made pursuant to this a Terms Agreement, the Company agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 2(a) hereof and as set forth in Schedule A hereto (unless another discount is agreed upon). Securities purchased by an Agent as principal may be resold by such Agent to one or more investors or other purchasers at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other dealers.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's Your commitment to purchase Notes as principal Securities 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 herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer’s certificates, opinions of counsel and letters from the independent public accountants Ernst & Young LLP pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. For each sale of Securities to an Agent as principal that is not made pursuant to Section 4 hereof. A a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for such Notestherefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. Each date Subject to the provisions of delivery of and payment for Notes to be any applicable Terms Agreement, Securities purchased by the an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as agent or determined by any such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights 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 (i) The Selling Agents shall not have any obligation to purchase Notes from the 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 and the Selling Agent and, if required by law or otherwise, disclosed in a Pricing 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 Exhibit B hereto (or such other commissions amount as may be agreed by the terms of this Agreement and the Selling Agent and the Company will enter into as specified in the Prospectus and/or pursuant to a Written Terms Agreement that will provide for (as defined below), if applicable), and may be resold by such Selling Agent at prevailing market prices at the sale time or times of resale as determined by such Notes Selling Agent. The Administrative Procedures shall apply to and the purchase thereof of Notes by the Agent. Each "one or more Selling Agents, as principal, unless otherwise agreed pursuant to a Written Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information . (as applicableii) as is specified in Exhibit A hereto. The Selling Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 11(b) hereof. Each agreement by When a Selling Agent and the Company agree that such Selling Agent to shall purchase Notes as principal principal, that agreement shall take the form of either (whether A) a written agreement between such Selling Agent and the Company, which may be substantially in the form of Exhibit C hereto or not set forth in another form mutually acceptable to such Selling Agent and the Company (each, a “Written Terms Agreement”) or (B) an oral agreement between such Selling Agent and the Company, confirmed in writing by facsimile transmission, e-mail or otherwise in accordance with the Administrative Procedures. (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the Agent pursuant theretosuch Selling Agent(s) as principal, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulapayment terms of such Notes, if any, applicable any selling restrictions additional to such Notes those set forth in the MTN Prospectus Supplement and any other terms of such Notes, all of which will be specified in the Prospectus. Each such agreement shall also In addition, a Written Terms Agreement may specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants registered accounting firm of the Company pursuant to Section 4 hereof. A Written Terms Agreement also may also specify certain provisions relating to the reoffering of such Notes by the such Selling Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as ---------------------- principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of if you are purchasing Notes held by the Agent as principal purchased pursuant you may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes Securities to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Bank or the Bank to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal notional amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such NotesSecurities, the interest rate and interest rate formulaexpiration date of such Securities, if any, the exercise price applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.

Purchases as Principal. Each Dealer may purchase Notes from the Corporation as principal. Each sale of Notes to the Agent a Dealer as principal shall be made in accordance with the terms of this Agreement contained herein and, if the Corporation and the Agent and the Company will enter into such Dealer shall agree, pursuant to a Terms Agreement that will provide separate agreement providing for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, such Dealer. Each "such separate agreement (which may be an oral agreement) between such Dealer and the Corporation is herein referred to as a “Terms Agreement" may take ”. Unless the form of an exchange of context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication applicable Terms Agreement between the Agent Corporation and such Dealer. Each such Terms Agreement, whether oral or in writing, may address the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoB hereto as well as any other relevant matters. The Agent's Such Dealer’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 representations, warranties, acknowledgements and warranties agreements of the Company Corporation and Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall Agreement may specify the principal amount of Notes to be purchased by the Agent such Dealer pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Corporation for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify 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 such Dealer in the reoffering of the Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Dealer may utilise a selling or dealer group in connection with the resale of the Notes purchased. Each date of Terms Agreement may also specify any requirements with respect to delivery of officers’ certificates, opinions of counsel and payment for Notes comfort letter as may be agreed to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Dateparties thereto." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the AgentSecurities. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Company or the Company to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Company, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.

Purchases as Principal. Each sale of Notes to the Agent an Agent, as principal principal, shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which shall be either (i) substantially in the form of Exhibit A hereto and may take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the such Agent and the Company and or (ii) an oral agreement) is herein referred to as a "Terms Agreement." Any oral agreement entered into pursuant to the preceding sentence shall be with respect confirmed promptly in writing. Any written confirmation containing the terms of such an oral agreement delivered or transmitted by the Agent to the Company shall constitute an agreement between such information (as applicable) as is specified Agent and the Company unless the Company objects thereto in Exhibit A heretowriting within one business day. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the Specified Currency in which such Notes shall be denominated, on which interest rate is to be paid and interest rate formulain which the redemption or repayment price, if any, applicable is to be paid, the rate at which interest will be paid on the Notes, whether such rate of interest shall be fixed or floating and the time and place of delivery of any payment for such Notes and any other terms of such Notes(the "Settlement Date"). Each such agreement Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the Company's independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement III hereof and may also specify certain contain additional provisions relating to defaults by underwriters and other provisions relating to termination as may be agreed at the reoffering of such Notes by time between the Company and the applicable Agent. Each The Company agrees that if an Agent purchases Notes as principal for resale, such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Terms Agreement shall specify or, if no compensation is indicated therein, a commission in accordance with the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or schedule set forth in writing subsection (as specified by the Companya) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.Section I.

Purchases as Principal. Each sale of Notes Securities to the any Agent as principal shall be made in accordance with the terms of this Agreement and the (unless such Agent and the Company will enter into shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase thereof by the by, such Agent. Each "A Terms Agreement" Agreement will be substantially in the form of Exhibit A hereto but may --------- take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the an Agent and the Company and shall be with respect may also specify certain provisions relating to the reoffering of such information (as applicable) as is specified in Exhibit A heretoSecurities by such Agent. The Agent's commitment of any Agent to purchase Notes Securities 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 contained herein contained and shall be subject to the terms and conditions set forth herein set forthand in the applicable Terms Agreement. Each agreement by the an Agent to purchase Notes Securities as principal (whether or not set forth in pursuant to a Terms AgreementAgreement or otherwise) shall specify the principal amount of Notes Securities to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and or interest rate formulabasis, if any, applicable to such Notes and Securities, any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificatesSecurities, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and date and place of delivery of and payment for such Notes. Each Securities (the time and date of any and each such delivery and payment, the "Time of Delivery") and any provisions relating to rights of, ---------------- and default by, initial purchasers acting together with such Agent in the reoffering of Securities, and shall also specify any requirements for opinions of counsel, accountants' letters and officers' certificates pursuant to Section 4 hereof. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of and payment for Notes to be purchased Securities pur- chased by the an Agent as principal or and the payment therefor shall be as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon set forth in the Company's request, the Agent will notify the Company either orally or in writing Administrative Procedures (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreementhereinafter defined).

Purchases as Principal. Each sale of Notes to the Agent you as principal ---------------------- shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" such separate agreement (which may be oral (subsequently confirmed in writing) or written, and which may be substantially in the form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent you and the Company and shall be with respect Company) is herein referred to such information (as applicable) as is specified in Exhibit A heretoa "Terms Agreement". The Agent'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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent you to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulasuch other terms, if any, applicable to such Notes conditions and any other terms of such Notesrequirements as may be agreed upon between us. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 paragraph 7 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you. You may utilize a selling or dealer group in connection with the Agent. Each Terms Agreement shall specify resale of the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by you as principal. ---------------------------- *Or the Agent as principal or as agent or by any other purchaser is referred equivalent of U.S. $1,000 (rounded down to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) an integral multiple of 1,000 units of the aggregate principal Specified Currency) in the Specified Currency or such larger amount in integral multiples of Notes held by 1,000 units of the Agent as principal purchased pursuant to a Terms Agreement pursuant to this AgreementSpecified Currency.

Purchases as Principal. (a) Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and a separate agreement to be entered into between the Agent Company and the Company will enter into a Terms Agreement that Lead Agent which will provide for the sale of such Notes to Securities to, and the purchase of and reoffering thereof by, the Lead Agent as principal (a “Terms Agreement”). Each such Terms Agreement, which may be oral (in which case a written confirmation of terms shall be delivered by the Agent. Each "Terms Agreement" may take Lead Agent to the Company), shall be substantially in the form of an exchange of any attached hereto as Exhibit C or in such other form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and as the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretothe Lead Agent may agree. The Agent's commitment agreement of the Lead Agent to purchase Notes as principal Securities pursuant to any Terms Agreement, unless otherwise set forth therein, shall be deemed to have been be made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement Terms Agreement shall describe the Securities to be purchased pursuant thereto by the Lead Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) principal, and shall specify specify, among other things, the aggregate principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate and maturity date of such NotesSecurities, whether the interest rate will be a fixed or floating interest rate, the price interest payment dates, the Offering Price, the Agents’ Concession (as defined below) to be paid to the Company for such NotesLead Agent, the interest rate and interest rate formulaDealers’ Concession (as defined below), the Reallowance (as defined below), if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating net proceeds to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Company, the time and place of delivery of and payment for such Notes. Each date of Securities (the “Settlement Date”), whether the Securities are redeemable or repayable, including pursuant to a Survivor’s Option (as defined in the Prospectus), and on what terms and conditions, whether there are any additional conditions precedent (including the delivery of additional opinions, certificates, accountant’s letters and payment for Notes other documents in the form of such opinions, certificates, accountant’s letters and other documents required to be purchased delivered pursuant to Section 6) to the obligations of the Lead Agent under such Terms Agreement and any other relevant terms, including the forms of any approved Issuer Free Writing Prospectus to be used in connection with the offer of the relevant Securities. (b) Upon the closing of the sale of any Securities sold by the Company to the Lead Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant as a result of a solicitation made by the Agents, the Company agrees to this Agreementpay the Lead Agent a concession in accordance with the schedule set forth in Exhibit D hereto applicable to such Securities or such other concession upon which the Company and the Lead Agent agree in the form of a discount on the principal amount of Securities sold (the “Agents’ Concession”); provided, however, that the Company and the Lead Agent may agree that based on market conditions and other factors in existence at the time of any sale of Securities, such commissions shall be subject to negotiation between the Company and the Lead Agent and shall be disclosed in the Pricing Supplement relating to such Securities. The Agents’ Concession shall be set forth in the applicable Terms Agreement and Pricing Supplement. The Lead Agent and the other Agents will share the Agents’ Concession in such proportions as they and the Company may agree. (c) Unless otherwise agreed to by the Lead Agent, each Agent shall purchase from the Lead Agent as principal for resale to the public, or to other dealers as set forth in Section 4(d) below, such aggregate principal amount of Securities with respect to which it has communicated offers to purchase to the Lead Agent (the “Commitment Amount”). The agreement of each Agent to purchase Securities from the Lead Agent shall be deemed to be made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Agent agrees to deliver to the Lead Agent on the Settlement Date (or on such later date as may be specified by the Lead Agent) and at the place specified by the Lead Agent immediately available funds, payable to the order of the Lead Agent, for (i) an amount equal to the Offering Price, less the applicable Agents’ Concession in respect of such Agent’s Commitment Amount or (ii) such other amount as the Lead Agent shall advise such Agent. The Lead Agent will make payment to the Company against delivery to the Lead Agent for each Agent’s account of the Securities to be purchased by each Agent, and the Lead Agent will deliver to each Agent the Securities paid for by such Agent. If the Lead Agent has determined that transactions in the Securities are to be settled through the facilities of DTC or another clearinghouse facility, payment for and delivery of Securities purchased by each Agent shall be made through such facilities, if such Agent is a member, or, if such Agent is not a member, settlement shall be made through such Agent’s ordinary correspondent who is a member. (d) In connection with the resale of the Securities purchased, the Agents may engage the services of broker-dealers in connection with the resale of the Securities (each, a “Dealer”), and may sell Securities to a Dealer at a price not less than the Offering Price less the applicable concession to dealers set forth in the applicable Pricing Supplement (the “Dealers’ Concession”); provided, however, that: (i) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer is either (a) a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or (b) a foreign bank, dealer or institution not eligible for membership in FINRA and not registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “non-member foreign dealer”), (ii) (a) if such Dealer is a member of FINRA, such Dealer will comply with the requirements of FINRA Rule 5141, and such Dealer will not grant any concessions, discounts or other allowances which are not permitted by that section or (b) if such Dealer is a non-member foreign dealer, such Dealer will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories or its possessions, and that in making any sales of the Securities such Dealer will comply, as though it is a member of FINRA, with (A) the requirements of FINRA Rule 5130, (B) the requirements of FINRA Rule 5141, and FINRA Rule 2420 and Interpretive Material 2420-1; (ii) Each Agent agrees that any Dealer it may engage will agree to comply with the duties and obligations of the Agents set forth in the Letter Agreement from the Agents to the Lead Agent dated October 27, 2003 as if applicable to such Dealer; and (iii) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer will offer the Securities to the public at the Offering Price and (ii) such Dealer will not reallow a discount on sales to other dealers in an amount in excess of the reallowance set forth in the applicable Pricing Supplement, if any (the “Reallowance”).

Purchases as Principal. Unless otherwise agreed, no Agent shall have any obligation to purchase Securities from the Company as principal, but any Agent, severally and not jointly, may agree from time to time to purchase Securities as principal. Each sale of Notes Securities to the any Agent as principal shall be made in accordance with the terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by the Agent and the Company will enter into a Terms Agreement that within 24 hours thereafter, which may be by facsimile or other electronic transmission) or in writing, which will provide for the sale of such Notes to Securities to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Securities by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and to purchase Securities from the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of Notes the Securities to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a “Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery”) and place of delivery of and payment for such NotesSecurities and such other information (as applicable) as is set forth in Exhibit B hereto. Each date The Company agrees that if an Agent purchases Securities as principal for resale, such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement. To the extent described in the Prospectus and any then applicable Permitted Free Writing Prospectus, if any, the Agents may utilize a selling or dealer group in connection with the resale of the Securities purchased. Such Purchase Agreement shall also specify the requirements, if any, for delivery of opinions of counsel, accountants’ letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers’ certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's Your commitment to purchase Notes as principal Securities 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 contained herein contained and in any applicable Terms Agreement and shall be subject to the terms and conditions set forth herein set forthand in any such Terms Agreement; provided, however, that for purposes of any Terms Agreement all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer’s certificates, opinions of counsel and letters from the Ernst & Young LLP (or another nationally recognized firm of independent public accountants accountants) pursuant to Sections 5 and 6 hereof. Each purchase of the Securities shall be (i) at a discount from the principal amount of such Securities as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. For each sale of Securities to an Agent as principal that is not made pursuant to Section 4 hereof. A a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for such Notestherefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. Each date Subject to the provisions of delivery of and payment for Notes to be any applicable Terms Agreement, Securities purchased by the an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as agent or determined by any such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights 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. (a) Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and a separate agreement to be entered into between the Agent Company and the Company will enter into a Terms Agreement that Lead Agent which will provide for the sale of such Notes to Securities to, and the purchase of and reoffering thereof by, the Lead Agent as principal (a “Terms Agreement”). Each such Terms Agreement, which may be oral (in which case a written confirmation of terms shall be delivered by the Agent. Each "Terms Agreement" may take Lead Agent to the Company), shall be substantially in the form of an exchange of any attached hereto as Exhibit D or in such other form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and as the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretothe Lead Agent may agree. The Agent's commitment agreement of the Lead Agent to purchase Notes as principal Securities pursuant to any Terms Agreement, unless otherwise set forth therein, shall be deemed to have been be made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement Terms Agreement shall describe the Securities to be purchased pursuant thereto by the Lead Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) principal, and shall specify specify, among other things, the aggregate principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate and maturity date of such NotesSecurities, whether the interest rate will be a fixed or floating interest rate, the price interest payment dates, the Offering Price, the Agents’ Concession (as defined below) to be paid to the Company for such NotesLead Agent, the interest rate and interest rate formulaDealers’ Concession (as defined below), the Reallowance (as defined below), if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating net proceeds to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Company, the time and place of delivery of and payment for such Notes. Each date of Securities (the “Settlement Date”), whether the Securities are redeemable or repayable, including pursuant to a Survivor’s Option (as defined in the Prospectus), and on what terms and conditions, whether there are any additional conditions precedent (including the delivery of additional opinions, certificates, accountant’s letters and payment for Notes other documents in the form of such opinions, certificates, accountant’s letters and other documents required to be purchased delivered pursuant to Section 6) to the obligations of the Lead Agent under such Terms Agreement and any other relevant terms. (b) Upon the closing of the sale of any Securities sold by the Company to the Lead Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant as a result of a solicitation made by the Agents, the Company agrees to this Agreementpay the Lead Agent a concession in accordance with the schedule set forth in Exhibit E hereto applicable to such Security or such other concession upon which the Company and the Lead Agent agree in the form of a discount on the principal amount of notes sold (the “Agents’ Concession”); provided, however, that if the Company and the Lead Agent agree that based on market conditions and other factors in existence at the time of any sale of Securities, such commissions shall be subject to negotiation between the Company and the Lead Agent and shall be disclosed in the Pricing Supplement (as defined below) relating to such Securities. The Agents’ Concession shall be set forth in the applicable Terms Agreement and Pricing Supplement. The Lead Agent and the other Agents will share the Agents’ Concession in such proportions as they and the Company may agree. (c) Unless otherwise agreed to by the Lead Agent, each Agent shall purchase from the Lead Agent as principal for resale to the public, or to other dealers as set forth in Section 4(d) below, such aggregate principal amount of Securities with respect to which it has communicated offers to purchase to the Lead Agent (the “Commitment Amount”). The agreement of each Agent to purchase Securities from the Lead Agent shall be deemed to be made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Agent agrees to deliver to the Lead Agent on the Settlement Date (or on such later date as may be specified by the Lead Agent) and at the place specified by the Lead Agent immediately available funds, payable to the order of the Lead Agent, for (i) an amount equal to the Offering Price, less the applicable Agents’ Concession in respect of such Agent’s Commitment Amount or (ii) such other amount as the Lead Agent shall advise such Agent. The Lead Agent will make payment to the Company against delivery to the Lead Agent for each Agent’s account of the Securities to be purchased by each Agent, and the Lead Agent will deliver to each Agent the Securities paid for by such Agent. If the Lead Agent has determined that transactions in the Securities are to be settled through the facilities of DTC or another clearinghouse facility, payment for and delivery of Securities purchased by each Agent shall be made through such facilities, if such Agent is a member, or, if such Agent is not a member, settlement shall be made through such Agent’s ordinary correspondent who is a member. (d) In connection with the resale of the Securities purchased, the Agents may engage the services of broker-dealers in connection with the resale of the Securities (each, a “Dealer”); and such Agent may sell Securities to a Dealer at a price not less than the Offering Price less the applicable concession to dealers set forth in the applicable Pricing Supplement (the “Dealers’ Concession”); provided, however, that: (i) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer is either (a) a member in good standing of the National Association of Securities Dealers, Inc. (the “NASD”) or (b) a foreign bank, dealer or institution not eligible for membership in the NASD and not registered under the Exchange Act (a “non-member foreign dealer”), (ii) (a) if such Dealer is a member of the NASD, such Dealer will comply with the requirements of NASD Conduct Rule 2740 and Interpretive Material-2740 of the Conduct Rules of the NASD, and such Dealer will not grant any concessions, discounts or other allowances which are not permitted by that section or (b) if such Dealer is a non-member foreign dealer, such Dealer will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories or its possessions, and that in making any sales of the Securities such Dealer will comply, as though it is a member of the NASD, with (A) the interpretation of the Board of Governors of the NASD entitled “Free-Riding and Withholding,” (B) the requirements of the NASD Conduct Rule 2730 and Interpretive Material-2730, NASD Conduct Rule 2750 and Interpretive Material-2750, and NASD Conduct Rule 2420 and Interpretive Material 2420-1 and (C) to the extent applicable to such Dealer, the requirements of the NASD Conduct Rule 2420 and Interpretive Material 2420-1; (ii) Each Agent agrees that any Dealer it may engage will agree to comply with the duties and obligations of the Agents set forth in the Letter Agreement from the Agents to the Lead Agent dated _____, 2003 as if applicable to such Dealer; and (iii) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer will offer the Securities to the public at the Offering Price and (ii) such Dealer will not reallow a discount on sales to other dealers in an amount in excess of the reallowance set forth in the applicable Pricing Supplement, if any (the “Reallowance”).

Purchases as Principal. Each sale of Notes to the any Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into pursuant to a Terms Agreement that which will provide for the sale of such Notes to to, and the purchase and re-offering thereof by the by, such Agent. Each Terms Agreement shall describe the Notes to be purchased by any Agent or Agents acting solely as principals pursuant to Section 2(b) and not as agent (a "Purchaser") pursuant thereto and shall specify the aggregate issue amount of such Notes, the price to be paid to the Company for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Settlement Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment, any other material terms and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 5(e). Any such Terms Agreement may also specify the period of time referred to in Section 3(n). Delivery of the certificates for Notes sold to a Purchaser pursuant to a Terms Agreement shall be made no later than the Settlement Date agreed to in such Terms Agreement" may take , against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication set forth in the Procedures unless otherwise agreed to between the Agent and the Company and the Purchaser in such Terms Agreement. Unless otherwise agreed to between the Company and a Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at varying prices form time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with respect any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to such information (as applicable) as is specified in Exhibit A any broker or dealer any portion of the discount or commission payable pursuant hereto. The AgentA Purchaser'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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "WRITTEN TERMS AGREEMENT"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified the Company in the form of Exhibit A hereto. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement DateSETTLEMENT DATE." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the if an Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of is purchasing Notes held by the Agent as principal purchased pursuant such Agent may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the Agent as principal Purchaser shall ---------------------- be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that supplemental agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by by, the AgentPurchaser. Each "Terms Agreement" such supplemental agreement (which may be oral and confirmed in writing, and shall be substantially to the effect of Exhibit B hereto and which may take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent Purchaser and the Company and shall be with respect Company) is herein referred to such information (as applicable) as is specified in Exhibit A heretoa "Terms Agreement". The AgentPurchaser'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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement shall describe the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent Purchaser pursuant thereto, specify the maturity date principal amount of such Notes, the interest rate or interest rate formula, if any, on the Notes, the interest payment dates, if any, the redemption dates and prices, if any, the repayment dates and prices, if any, the Specified Currency, the price to be paid to the Company for such Notes, the interest rate date and interest rate formula, if any, applicable to time of delivery of payment for such Notes (the "Purchase Date"), the place of delivery of the Notes and any other terms payment therefor, the method of such Notes. Each such agreement shall also specify payment, any requirements for officers' certificates, the delivery or modification of the opinions of counsel counsel, the certificates from the Company or its officers, and the letters from the Company's independent public accountants of the Company pursuant to Section 4 5 hereof. A The Purchaser may reallow any portion of the discount received by the Purchaser pursuant to this paragraph to dealers or purchasers in connection with the offer and sale of the Notes. Delivery of the certificates for Notes sold to the Purchaser pursuant to any Terms Agreement may also specify certain provisions relating shall be made to the reoffering office of the Purchaser in New York, New York or by other means for the account of the Purchaser through The Depository Trust Company, not later than the Purchase Date set forth in the respective Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the Agentmethod and in the form set forth in the respective Terms Agreement. Each Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement Agreement, any Note sold to a Purchaser (i) shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred such Purchaser at a price equal to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) 100% of the aggregate principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes held by purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the Agent as principal purchased discount or commission payable pursuant to a Terms Agreement pursuant to this Agreementhereto.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each date In addition, any Agent may offer the Notes it has purchased as principal to other dealers. Any Agent may sell Notes to any 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 such Agent from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased officers' certificates pursuant to a Terms Agreement pursuant to this AgreementSection 5 hereof.

Purchases as Principal. Each sale of Notes to the Purchasing Agent as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and the Company will enter into pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by by, the Purchasing Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement, if confirmed in writing by facsimile transmission or oral communication followed by written confirmation or telecommunication otherwise) between the Purchasing 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 Purchasing 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 hereto. The Purchasing Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Purchasing Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), 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 Purchasing Agent in the reoffering of such Notes, and such other provisions (including further terms of such Notes) as may be mutually agreed upon. Each date The Purchasing Agent may utilize a selling or dealer group in connection with the resale of delivery of the Notes purchased and payment for the Purchasing Agent may sell any 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 purchased by in excess of the discount payable to the Purchasing Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company. Such Terms Agreement shall also specify the requirements for the officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 7(a), 7(b) and 7(c) hereof. With respect to any Notes sold by the Purchasing Agent to any dealers or other selling group members, (i) all such Notes sold by such dealers or other selling group members will be sold at the public offering price for such Notes as agreed to by the Company and the Purchasing Agent and (ii) the Purchasing Agent agrees to distribute to such dealers or other selling group members any fees (in the form of discounts or commissions) received from the Company with respect to any Notes which are sold to any dealers or selling group members for resale of the aggregate principal amount of Notes held by Notes, in such amounts and upon such terms as agreed to among the Purchasing Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreementand such dealers or other selling group members.

Purchases as Principal. (a) If the Company wishes to issue and sell Units pursuant to this Agreement but other than as set forth in Section 1 of this Agreement (each, a “Placement”), it will notify a Manager of the proposed terms of such Placement. If such Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, such Manager and the Company will enter into a separate agreement (each, a “Terms Agreement”), in substantially the form of Exhibit B hereto, setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or such Manager unless and until the Company and such Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (a) Each sale Placement of Notes Units to the Agent as principal any Manager shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that Agreement, which will provide for the sale of such Notes to Units to, and the purchase thereof by, such Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Units by the Agentany Manager. Each "Terms Agreement" may take the form of an exchange The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment Manager to purchase Notes as principal Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount number and type of Notes Units to be purchased by the Agent Manager pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesUnits, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to rights of, and default by, underwriters acting together with such Manager in the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Units, and the time and date (each such time and date being referred to herein as a “Time of Placement”) and place of delivery of and payment for such NotesUnits. Each date Such Terms Agreement shall also specify any requirements for opinions of delivery counsel, accountants’ letters and officers’ certificates pursuant to Section 7(b) of this Agreement and payment for Notes to be purchased any other information or documents required by the Agent as principal or as agent or by any other purchaser is referred Manager. (b) No Placement of Units shall take place under this Section 2 if such Units fail to herein as a "Settlement Date." Upon satisfy the Company's request, the Agent will notify the Company either orally or exemptive provisions set forth in writing (as specified by the CompanyRule 101(c)(1) of Regulation M under the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this AgreementExchange Act.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and the a Purchase Agreement whether oral (and confirmed in writing by such Agent and the Company will enter into a Terms Agreement that to Xxxxxxx Kodak, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from Xxxxxxx Kodak as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Xxxxxxx Kodak contained herein contained and shall be subject to the terms and conditions herein set forthforth herein, and to execution by Xxxxxxx Kodak and such Agent of the Purchase Agreement relating to such Notes. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. Xxxxxxx Kodak agrees that if any Agent purchases Notes as principal for resale, such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each date In addition, any Agents may offer the Notes they have purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable pricing supplement, such discount allowed to any dealer will be agreed to by Xxxxxxx Kodak and the Agent and will not be in excess of that which is customary for the type of transaction involved. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters, officers' certificates, and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's requestagreed upon documents, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this AgreementSection 5 hereof.

Purchases as Principal. Each sale Notes purchased from the Company by an Agent individually or as part of Notes to the Agent a syndicate with one or more other Agents, as principal shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into contained herein and, if requested by such Agent, pursuant to a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which may take the form of be an exchange of any form of written telecommunication oral agreement) between one or oral communication followed by written confirmation or telecommunication between the Agent more Agents 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 Terms Agreement between the Company and one or more Agents. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The An Agent'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 herein contained contained, and the Company’s agreement to sell Notes to an Agent as principal shall be deemed to have been made on the basis of the representations and warranties of such Agent herein contained, and each such commitment shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes forth and, as principal (whether or not applicable, as set forth in a any Terms Agreement) . Each Terms Agreement shall specify the principal amount of Notes to be purchased by the each Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in such Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, if the trade is being made with two or more Agents, the applicable default provisions in the event of a default by one or more of the Agents (if different from the provisions set forth in the following paragraph), and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date The Agents may engage the services of delivery any broker or dealer in connection with the resale of the Notes purchased by them as principal and payment for Notes may allow all or any portion of the discount received from the Company in connection with such purchases to such brokers or dealers. Such Terms Agreement shall also specify whether or not any of the officer’s certificate, opinions of counsel or comfort letter specified in Sections 7(b), 7(c) and 7(d) hereof shall be required to be purchased delivered by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Company on the related Settlement Date." Upon the Company's request, the Agent will notify . If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes as part of a syndicate and one or more of such 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 Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Notes in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes held to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting 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 Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased pursuant by all of such Agents on the Settlement Date, such agreement to a Terms Agreement purchase such Notes shall terminate without liability on the part of any nondefaulting Agents. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company 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 to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the AgentSecurities. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Company or the Company to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and or interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Company, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou or other broker-dealers, as applicable. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or ” Unless otherwise specified in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant Agreement, if an Agent is purchasing Securities as principal, it shall not resell such Securities to this Agreementany unaffiliated dealers.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between such Agent and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the such Agent and the Company and shall be with respect confirmed in writing by such Agent to such information (as applicable) as is specified in Exhibit A heretothe Company. The An Agent's commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser pursuant to a Terms Agreement is referred to herein as a "Settlement Date." Upon the Company's requestUnless otherwise specified in a Terms Agreement, the if an Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of is purchasing Notes held by the Agent as principal purchased pursuant such Agent may resell such Notes to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the AgentSecurities. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Company or the Company to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the maturity date of such Securities, the interest rate and or interest rate formula, if any, applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Company, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.

Purchases as Principal. Each sale of Notes to the an Agent or Agents as principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and (unless the Company will enter into and such Agent or Agents shall otherwise agree) pursuant to a Terms Agreement separate agreement that will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, such Agent or Agents. Each such separate agreement (which may be an oral agreement promptly confirmed in writing as described below) between an Agent or Agents and the Company is herein referred to as a "Terms Agreement." may take Unless the form of an exchange of context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication applicable Terms Agreement between the Agent and the Company and an Agent or Agents. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Annex I hereto. The Each 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the an Agent or Agents pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by applicable commission set forth on Schedule A to the Agent. Each applicable Terms Agreement shall specify Agreement), the time and place of delivery of and payment for such Notes, any provision relating to rights of and defaults by other purchasers acting together with such Agent or Agents in the reoffering of the Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date Agent is authorized to utilize a selling or dealer group in connection with the resale of delivery the Notes purchased; provided, however, that such Agent shall obtain the prior written consent of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a such utilization. Such Terms Agreement pursuant to this Agreement.shall also specify the requirements, if any,

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the Agent Agreement, and the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" Agreement may be substantially in the form of Exhibit A hereto or may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the an Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoCompany. The An Agent's 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the an Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesNotes (including any commissions or discounts), the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering offering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. With respect to each sale of Notes to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Notes and the payment therefor shall be as set forth in the Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal principal, whether pursuant to a Terms Agreement or as agent or by any other purchaser otherwise, is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement."

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and (unless the Company will enter into and you shall otherwise agree) a Terms Agreement that separate agreement which will provide for the sale of such Notes to Securities to, and the purchase and reoffering thereof by the Agentby, you. Each "Terms Agreement" such separate agreement (which shall be substantially in the form of Exhibit B hereto and which may take the form of an oral agreement confirmed in writing or any exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent you and the Company and shall be with respect Company) is herein referred to such information (as applicable) as is specified in Exhibit A hereto. The Agent's a “Terms Agreement.” Your commitment to purchase Notes as principal Securities 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 herein contained and shall be subject to the terms and conditions herein set forth; provided, however, that for purposes of any Terms Agreement all references in this Agreement to “you” or “the Agents” shall be deemed to refer only to the Agent or Agents that are a party to such Terms Agreement. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such NotesSecurities, the interest rate and interest rate formulainitial public offering price, if any, applicable at which the Securities are proposed to be reoffered, and the time of delivery of and payment for such Notes Securities and any such other terms of such Notesprovisions as may be mutually agreed upon. Each such agreement Such Terms Agreement shall also specify any requirements for officers' officer’s certificates, opinions of counsel and letters from the independent public accountants of the Company Ernst & Young LLP pursuant to Section 4 Sections 5 and 6 hereof. A For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement may also specify certain provisions Agreement, the procedural details relating to the reoffering issue and delivery of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of Securities and payment for therefor shall be as set forth in the Procedures (as defined below) unless the Company and the relevant Agent(s) shall otherwise agree. For each such Notes. Each date sale of delivery of and payment for Notes Securities to be purchased by the an Agent as principal or as agent or by any other purchaser that is referred not made pursuant to herein as a "Settlement Date." Upon the Company's requestTerms Agreement, the Company agrees to pay such Agent will notify a commission (or grant an equivalent discount) as provided in Section 2(a) hereof and as set forth in Schedule A hereto (unless another discount is agreed upon). Subject to the provisions of any applicable Terms Agreement, securities purchased by an Agent as principal may be resold by such Agent to one or more investors or other purchasers at fixed offering prices or at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. In addition, such Agent may offer the Securities it has purchased as principal to other dealers. If the Company either orally and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the Defaulted Securities in writing 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: (as specified by i) if the Company) aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes held Securities to be so purchased by all of such Agents on the Agent as Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial purchase obligations bear to the purchase obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased pursuant to a Terms Agreement by all of such Agents on the Settlement Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting 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 Agents or the Company shall have the rights 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 to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Issuer will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Issuer, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Issuer confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Issuer. The Agent's Your commitment to purchase Notes as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Issuer herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Issuer for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Issuer pursuant to Section 4 6 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Notes, as the case may be, by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes, as the case may be. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon the Company's request” Unless otherwise specified in a Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Notes, as principal purchased pursuant you may resell such Notes to other dealers, at a Terms Agreement pursuant discount or discounts such as you may determine provided that each such discount, shall not exceed the amount set forth in the Time of Sale Information relating to this Agreementsuch Notes.

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and the such Agent and the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agents may utilize dealer groups and reallow commissions. 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the such Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the such Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the each Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the such Agent as principal purchased pursuant to a Terms Agreement pursuant to and this Agreement.

Purchases as Principal. Each sale of Notes to the Agent an Agent, as principal principal, shall be made in accordance with the terms of this Agreement and the Agent and the Company will enter into a Terms Agreement that separate agreement which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the by, such Agent. Each "Terms Agreement" such separate agreement (which shall be either (i) substantially in the form of Exhibit A hereto and may take the form of an exchange of any standard form of written telecommunication or oral communication followed by written confirmation or telecommunication between the such Agent and the Company and or (ii) an oral agreement) is herein referred to as a "Terms Agreement." Any oral agreement entered into pursuant to the preceding sentence shall be with respect confirmed promptly in writing. Any written confirmation containing the terms of such an oral agreement delivered or transmitted by the Agent to the Company shall constitute an agreement between such information (as applicable) as is specified Agent and the Company unless the Company objects thereto in Exhibit A heretowriting within one business day. The 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 Newcourt herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the Specified Currency in which such Notes shall be denominated, on which interest rate is to be paid and interest rate formulain which the redemption or repayment price, if any, applicable is to be paid, the rate and with respect to floating rate Notes, the time at which interest will be paid on the Notes, whether such rate of interest shall be fixed or floating and the time and place of delivery of any payment for such Notes and any other terms of such Notes(the "Settlement Date"). Each such agreement Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the Company's and Newcourt's independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement III hereof and may also specify certain contain additional provisions relating to defaults by underwriters and other provisions relating to termination as may be agreed at the reoffering of such Notes by time between the Company and the applicable Agent. Each The Company agrees that if an Agent purchases Notes as principal for resale, such Agent shall receive in the form of a discount or otherwise, as shall be indicated in the applicable Terms Agreement shall specify or, if no compensation is indicated therein, a commission in accordance with the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or schedule forth in writing subsection (as specified by the Companya) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.Section I.

Purchases as Principal. Each sale of Notes to the an Agent or Agents as ---------------------- principal shall be made in accordance with the terms of this Agreement contained herein and the Agent and (unless the Company will enter into and such Agent or Agents shall otherwise agree) pursuant to a Terms Agreement separate agreement that will provide for the sale of such Notes to to, and the purchase and reoffering thereof by the Agentby, such Agent or Agents. Each such separate agreement (which may be an oral agreement promptly confirmed in writing as described below) between an Agent or Agents and the Company is herein referred to as a "Terms Agreement." may take Unless the form of an exchange of context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any form of written telecommunication or oral communication followed by written confirmation or telecommunication applicable Terms Agreement between the Agent and the Company and an Agent or Agents. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A Annex I hereto. The Each 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the an Agent or Agents pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulaNotes (which, if anynot so specified in a Terms Agreement, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating be at a discount equivalent to the reoffering of such Notes by applicable commission set forth on Schedule A to the Agent. Each applicable Terms Agreement shall specify Agreement), the time and place of delivery of and payment for such Notes, any provision relating to rights of and defaults by other purchasers acting together with such Agent or Agents in the reoffering of the Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each date Agent is authorized to utilize a selling or dealer group in connection with the resale of delivery the Notes purchased; provided, however, that such Agent shall obtain the prior written consent of and payment the Company to such utilization. Such Terms Agreement shall also specify the requirements, if any, for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon opinions of counsel, letters of the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased independent public accountants and officer's certificate pursuant to a Terms Agreement pursuant to this AgreementSections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to the any Agent as principal, for resale to one or more investors or to another broker (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement, which may be oral (and confirmed in writing by such Agent to the Agent and the Company will enter into a Terms Agreement that Corporation, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to to, and the purchase thereof by the by, such Agent. Each "Terms Agreement" A Purchase Agreement may take also specify certain provisions relating to the form reoffering of an exchange such Notes by such Agent. The commitment of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. The Agent's commitment to purchase Notes from the Corporation as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Corporation herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by the Agent pursuant theretoan Agent, the maturity time and date (each such time and date being referred to herein as a "Time of such NotesDelivery") and place of delivery of, the price to be paid to the Company for such Notesand payment for, the interest rate and interest rate formula, if any, applicable to such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Corporation agrees that if any other terms Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. Each such agreement In addition, any Agent may offer the Notes it has purchased as principal to other dealers. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and officers' certificates, opinions of counsel and letters from the independent public accountants of the Company certificates pursuant to Section 4 5 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes to the an Agent as ---------------------- principal shall be made in accordance with the terms of this Agreement and the Agent and and, if requested by such Agent, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by the such Agent. Each "Terms Agreement" Agreement will be substantially in the form of Exhibit A hereto but may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the such Agent and the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretoCompany. The An Agent's 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the an Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) shall specify the principal amount of Notes to be purchased by the such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements the requirements, if any, for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to set forth in Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by the an Agent as principal principal, whether pursuant to a Terms Agreement or as agent or by any other purchaser otherwise, is referred to herein as a "Settlement Date." Upon Unless otherwise specified in a Terms Agreement, an Agent purchasing Notes as principal may resell such Notes to other dealers. Any such sales shall be at a discount, which shall not be in excess of (i) the amount set forth in the Prospectus, as amended or supplemented in connection with the sale of such Notes, or (ii) 66-2/3% of the discount to be received by such Agent from the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes Program Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and the Agent and Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement that will provide for the sale of such Notes Program Securities to and the purchase thereof by the Agentyou. Each "Notes Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Company, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Notes Terms Agreement,”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect confirmed in writing by you to such information (as applicable) as is specified in Exhibit A heretothe Company. The Agent's Your commitment to purchase Notes Program Securities as principal pursuant to a Notes Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Agreement shall specify the principal amount of Notes to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall Notes Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company pursuant to Section 4 hereof. A Notes Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agentyou. Each Notes Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Notes Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Program Securities to be purchased by the Agent you as principal or as agent or by any other purchaser pursuant to a Notes Terms Agreement is referred to herein as a "“Settlement Date." Upon the Company's request” Unless otherwise specified in a Notes Terms Agreement, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent if you are purchasing Program Securities as principal purchased pursuant you may resell such Program Securities to other dealers. Any such sales may be at a Terms Agreement pursuant discount, which shall not exceed the amount set forth in the Time of Sale Prospectus and Prospectus relating to this Agreementsuch Notes.

Purchases as Principal. (a) Each sale of Notes to the Agent as principal Securities shall be made in accordance with the terms of this Agreement and a separate agreement to be entered into between the Agent Company and the Company will enter into a Terms Agreement that Lead Agent which will provide for the sale of such Notes to Securities to, and the purchase of and reoffering thereof by by, the Agent. Each Lead Agent as principal (a "Terms Agreement" "). Each such Terms Agreement, which may take be oral (in which case a written confirmation of terms shall be delivered by the Lead Agent to the Company), shall be substantially in the form of an exchange of any attached hereto as Exhibit C or in such other form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and as the Company and shall be with respect to such information (as applicable) as is specified in Exhibit A heretothe Lead Agent may agree. The Agent's commitment agreement of the Lead Agent to purchase Notes as principal Securities pursuant to any Terms Agreement, unless otherwise set forth therein, shall be deemed to have been be made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each agreement Terms Agreement shall describe the Securities to be purchased pursuant thereto by the Lead Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) principal, and shall specify specify, among other things, the principal amount of Notes Securities to be purchased by the Agent pursuant theretopurchased, the interest rate and maturity date of such NotesSecurities, the price interest payment dates, the Offering Price, the Agents' Concession (as defined below) to be paid to the Company for such NotesLead Agent, the interest rate and interest rate formulaDealers' Concession (as defined below), the Reallowance (as defined below), if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating net proceeds to the reoffering of such Notes by the Agent. Each Terms Agreement shall specify Company, the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by Securities (the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date"), whether the Securities are redeemable or repayable, including pursuant to a Survivor's Option (as defined in the Prospectus), and on what terms and conditions, whether there are any additional conditions precedent to the obligations of the Lead Agent under such Terms Agreement and any other relevant terms." (b) Upon the Company's request, closing of the Agent will notify sale of any Securities sold by the Company either orally or in writing (as specified by to the Company) of the aggregate principal amount of Notes held by the Lead Agent as principal purchased pursuant to a Terms Agreement pursuant as a result of a solicitation made by the Agents, the Company agrees to this Agreementpay the Lead Agent a concession in accordance with the schedule set forth in Exhibit D hereto applicable to such Security or such other concession upon which the Company and the Lead Agent agree in the form of a discount on the principal amount of notes sold (the "Agents' Concession"). The Agents' Concession shall be set forth in the applicable Terms Agreement and Pricing Supplement (as defined below). The Lead Agent and the other Agents will share the Agents' Concession in such proportions as they and the Company may agree. (c) Unless otherwise agreed to by the Lead Agent, each Agent shall purchase from the Lead Agent as principal for resale to the public, or to other dealers as set forth in Section 3(c) below, such aggregate principal amount of Securities with respect to which it has communicated offers to purchase to the Lead Agent (the "Commitment Amount"). The agreement of each Agent to purchase Securities from the Lead Agent shall be deemed to be made on the basis of the representations, warranties and agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Agent agrees to deliver to the Lead Agent on the Settlement Date (or on such later date as may be specified by the Lead Agent) and at the place specified by the Lead Agent immediately available funds, payable to the order of the Lead Agent, for (i) an amount equal to the Offering Price, less the applicable Agents' Concession in respect of such Agent's Commitment Amount or (ii) such other amount as the Lead Agent shall advise such Agent. The Lead Agent will make payment to the Company against delivery to the Lead Agent for each Agent's account of the Securities to be purchased by each Agent, and the Lead Agent will deliver to each Agent the Securities paid for by such Agent. If the Lead Agent has determined that transactions in the Securities are to be settled through the facilities of DTC or another clearinghouse facility, payment for and delivery of Securities purchased by each Agent shall be made through such facilities, if such Agent is a member, or, if such Agent is not a member, settlement shall be made through such Agent's ordinary correspondent who is a member. (d) In connection with the resale of the Securities purchased, the Agents may engage the services of broker-dealers in connection with the resale of the Securities (each, a "Dealer"); and such Agent may sell Securities to a Dealer at a price not less than the Offering Price less the applicable concession to dealers set forth in the applicable Pricing Supplement (the "Dealers' Concession"); provided, however, that: i) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer is either (a) a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or (b) a foreign dealer foreign dealer not eligible for membership in the NASD and (ii) (a) if such Dealer is a member of the NASD, such Dealer will comply with the requirements of NASD Conduct Rule 2740 and Interpretive Material-2740 of the Conduct Rules of the NASD, and such Dealer will not grant any concessions, discounts or other allowances which are not permitted by that section or (b) if such Dealer is a foreign dealer not eligible for membership in the NASD, such Dealer will not make any sales of the Securities in, or to nationals or residents of, the United States, its territories or its possessions, and that in making any sales of the Securities such Dealer will comply, as though it is a member of the NASD, with (A) the interpretation of the Board of Governors of the NASD entitled "Free-Riding and Withholding," (B) the requirements of the NASD Conduct Rule 2730 and Interpretive Material-2730, NASD Conduct Rule 2750 and Interpretive Material-2750, and NASD Conduct Rule 2420 and Interpretive Material 2420-1 and (C) to the extent applicable to such Dealer, the requirements of the NASD Conduct Rule 2420 and Interpretive Material 2420-1; ii) Each Agent agrees that any Dealer it may engage will agree to comply with the duties and obligations of the Agents set forth in Sections 5(a) and 5(b) as if applicable to such Dealer; and iii) Each Agent agrees that any Dealer it may engage will agree that (i) such Dealer will offer the Securities to the public at the Offering Price and (ii) such Dealer will not reallow a discount on sales to other dealers in an amount in excess of the reallowance set forth in the applicable Pricing Supplement, if any (the "Reallowance").

Purchases as Principal. Each sale of Notes to the an Agent as principal shall be made in accordance with the terms of this Agreement and a separate agreement, substantially in the Agent and form of Exhibit C hereto, to be entered into on behalf of such Agent(s) by the Company will enter into a Terms Agreement that Purchasing Agent, which will provide for the sale of such Notes to to, and the purchase and reoffering thereof by by, the AgentPurchasing Agent as principal. Each "Terms Agreement" such separate agreement (which may take be an oral agreement and confirmed in writing as described below among the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and Purchasing Agent, the Company and shall be with respect the Guarantors) is herein referred to such information (as applicable) as is specified in Exhibit A hereto. The 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 herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by the Agent to purchase Notes as principal (whether or not set forth in a “Terms Agreement) shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof”. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchasing Agent. The Terms Agreement shall not be effective, and the Agents agree that no contracts of sale may be entered into by the Agents in respect of a sale of Notes as described in this section, until the Company has made the Pricing Disclosure Material available to the Agents and the Pricing Effective Time occurs. The Purchasing Agent’s agreement to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained and shall be subject to the terms and conditions herein set forth. Except pursuant to a Terms Agreement, under no circumstances shall you be obligated to purchase any Notes for your own account. Each Terms Agreement Agreement, whether oral (and confirmed in writing which may be by facsimile transmission) or in writing, shall specify describe the Notes to be purchased pursuant thereto by the Purchasing Agent as principal, and may specify, among other things, the principal amount of Notes to be purchased, the interest rate or formula and maturity date or dates of such Notes, the interest payment dates, if any, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, and the time and place of delivery of and payment for such NotesNotes (the “Settlement Date”), whether the Notes provide for a survivor’s option or for optional redemption by the Company and on what terms and conditions, and any other relevant terms. Terms Agreements may take the form of an exchange of any standard form of written telecommunication among the Purchasing Agent, the Company and the Guarantors. In connection with the resale of the Notes purchased, without the consent of the Company, you are not authorized to appoint subagents or to engage the service of any other broker or dealer, nor may you reallow any portion of the discount paid to you by the Company in excess of the designated reallowance portion; provided, however, that the Purchasing Agent may engage the service of any other broker or dealer without the consent of the Company. The Purchasing Agent will however, on a periodic basis, provide the Company with a listing of those brokers or dealers so engaged. Unless authorized by the Purchasing Agent in each instance, each Agent agrees not to purchase and sell Notes for which an order from a client has not been received. Each date purchase of delivery of and payment for Notes to be purchased by the Purchasing Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify from the Company either orally or in writing (as specified by shall be at a discount from the Company) of the aggregate principal amount of each such Note on the date of issue not in excess of the applicable Concession. Notwithstanding the foregoing, for Zero-Coupon Notes, each purchase of Zero-Coupon Notes held by the Purchasing Agent as principal purchased pursuant to from the Company shall be at a Terms Agreement pursuant to this Agreementdiscount from the initial offering price of each such Note on the date of issue not in excess of the applicable Concession.

Purchases as Principal. Each sale of (i) The Selling Agents shall not have any obligation to purchase Notes from the 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 and the Selling Agent and, if required by law or otherwise, disclosed in a Pricing 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 Exhibit B hereto (or such other commissions amount as may be agreed by the terms of this Agreement and the Selling Agent and the Company will enter into pursuant to a Terms Agreement that will provide for (as defined below) or otherwise) and may be resold by such Selling Agent at prevailing market prices at the sale time or times of resale as determined by such Notes Selling Agent. The initial Procedures set forth in Annex I to and this Agreement shall apply to the purchase thereof of Notes by the Agent. Each "one or more Selling Agents, as principal, unless otherwise agreed pursuant to a Terms Agreement" may take the form of an exchange of any form of written telecommunication or oral communication followed by written confirmation or telecommunication between the Agent and the Company and shall be with respect to such information . (as applicableii) as is specified in Exhibit A hereto. The Selling Agent's ’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 herein contained and shall be subject to the terms and conditions herein set forthforth herein, including Section 11(b) hereof. Each agreement by When a Selling Agent and the Company agree that such Selling Agent to shall purchase Notes as principal principal, that agreement shall take the form of (whether A) a written agreement between such Selling Agent and the Company, which may be substantially in the form of Exhibit C hereto or not set forth in another form mutually acceptable to such Selling Agent and the Company or (B) an agreement, which may be oral and confirmed in writing by such Selling Agent and the Company by facsimile transmission, e-mail or otherwise, in accordance with the Procedures (any such agreement, a “Terms Agreement”). (iii) The applicable Selling Agent(s) and the Company shall specify agree to the principal amount of Notes to be purchased by the Agent pursuant theretosuch Selling Agent(s) as principal, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formulapayment terms of such Notes, if any, applicable any selling restrictions additional to such Notes those set forth in the MTN Prospectus Supplement and any other terms of such Notes, all of which shall be specified in each such Terms Agreement. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants registered accounting firm of the Company pursuant to Section 4 hereof. A Terms Agreement also may also specify certain provisions relating to the reoffering of such Notes by the such Selling Agent. Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Each date of delivery of and payment for Notes to be purchased by the Agent as principal or as agent or by any other purchaser is referred to herein as a "Settlement Date." Upon the Company's request, the Agent will notify the Company either orally or in writing (as specified by the Company) of the aggregate principal amount of Notes held by the Agent as principal purchased pursuant to a Terms Agreement pursuant to this Agreement.

Purchases as Principal. Each sale of Notes Securities to the Agent you as principal shall be made in accordance with the terms of this Agreement and Agreement. In connection with each such sale, the Agent and the Company Bank will enter into a Terms Agreement that will provide for the sale of such Notes Securities to and the purchase thereof by the Agentyou. Each "Terms Agreement" may Agreement will take the form of an exchange of any either (i) a written agreement between you and the Bank, which may be substantially in the form of written telecommunication Exhibit A hereto (a “Written Terms Agreement”), or (ii) an oral communication followed by written confirmation or telecommunication agreement between the Agent you and the Company and shall be with respect Bank confirmed in writing by either you to such information (as applicable) as is specified in Exhibit A heretothe Bank or the Bank to you. The Agent's Your commitment to purchase Notes Securities as principal pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Each agreement by Terms Agreement relating to the Agent to purchase Notes as principal (whether or not set forth in a Terms Agreement) Securities shall specify the principal notional amount of Notes Securities to be purchased by the Agent you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company Bank for such NotesSecurities, the interest rate and interest rate formulaexpiration date of such Securities, if any, the exercise price applicable to such Notes Securities and any other terms of such NotesSecurities. Each such agreement shall Terms Agreement may also specify any requirements for officers' ’ certificates, opinions of counsel and letters from the independent public accountants auditors of the Company Bank, pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes Securities by the Agentyou. Each Terms Agreement shall specify the time and place of delivery of and payment for such NotesSecurities. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Securities purchased by you as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes Securities to be purchased by the Agent you as principal or pursuant to a Terms Agreement, as agent or by any other purchaser the case may be, is referred to herein as a "“Settlement Date." Upon ” Unless otherwise specified in a Terms Agreement, if you are purchasing Securities as principal you may resell such Securities to other dealers. Any such sales may be at a discount, which shall not exceed the Company's request, amount set forth in the Agent will notify Free Writing Prospectus (available prior to the Company either orally Time of Sale) or in writing Pricing Supplement (as specified by the Company) of the aggregate principal amount of Notes held by the Agent defined below), as principal purchased pursuant applicable, relating to a Terms Agreement pursuant to this Agreementsuch Securities.