Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the 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 Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes 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. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturity.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's ’s commitment to purchase Notes 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. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Each Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of Agreement shall specify the principal amount thereof less a percentage equal of Notes to be purchased pursuant thereto, the maturity date thereof, the price to be paid to the commission applicable Company for such Notes, the time and place of delivery of and payment for such Notes (the “Settlement Date”) and any other relevant terms. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to any agency sale of a Note of identical maturitySections 3 and 4 hereof.

Purchases as Principal. Each sale Unless otherwise agreed by the relevant Distribution Agent or Distribution Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes to an shall be purchased by the relevant Distribution Agent or Distribution Agents as principal principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Distribution Agent or Distribution Agents and the Company (which terms contained herein and pursuant to a separate agreement which will provide for shall be agreed upon either orally or in writing substantially in the sale form of such Notes toExhibit C, attached hereto, and the purchase and any reoffering thereof bymailed, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and emailed or telecopied to the Company) is herein referred , in each case, with such changes agreed 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 by the Company and the Agentrelevant Distribution Agents). Each such Terms AgreementAny agreement entered into pursuant to the previous sentence, whether including any oral (and agreement confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect is referred to such information (herein as applicable) as is specified in Exhibit B heretoa “Terms Agreement”. An A Distribution Agent's ’s commitment to purchase Notes pursuant to any Terms Agreement 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 forthforth and the applicable Terms Agreement. The Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents may offer and specified in the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer applicable Pricing Supplement, shall be at a discount and, unless otherwise from the principal amount of each such Note as agreed by the Company and the Distribution Agents at the time of such purchase and as specified in the applicable Terms AgreementAgreement and Pricing Supplement. A Distribution Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, such discount allowed to and may re-allow all or any dealer will not be in excess portion of the discount to be received by in connection with such Agent purchases from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold Company to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturitybrokers or dealers.

Purchases as Principal. Each sale of Notes to an Agent one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent(s). Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the Agent one or more Agents and the Company) 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 Agentapplicable Agent(s). Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An 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. The Agents Each Terms Agreement shall specify the principal amount of Notes to be purchased by each applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the Notes) as may offer the Notes they have purchased as principal to other dealersbe mutually agreed upon. The Agents may sell utilize a selling or dealer group in connection with the resale of the Notes to any dealer at a discount and, unless otherwise specified purchased. Unless expressly provided for in the applicable Terms Agreement, such discount allowed to any dealer will not no opinions, letters or certificates shall be delivered by the Company in excess of connection with the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturityNotes to one or more Agents as principal.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement agreement, if confirmed within 24 hours thereafter in writing by an exchange of any standard form of written telecommunication (including facsimile transmissiontransmission or otherwise) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed in writingor written, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Agents Each Terms Agreement shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by, purchasers acting together with the Agent in the reoffering of such Notes, and such other provisions (including further terms of such Notes) as may offer be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of Notes they have purchased as principal to other dealers. The and the Agents may sell any such Notes to any dealer dealers at a discount andbut, unless specified otherwise specified in the applicable Terms AgreementPricing Supplement, such discount allowed to any dealer will shall not be in excess of the discount payable to be received the Agents by such Agent from the Company. Unless otherwise specified in Such Terms Agreement shall also specify the applicable Terms Agreementrequirements for the officer’s certificate, any Notes sold opinions of counsel and comfort letter pursuant to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturitySections 7(a), 7(b) and 7(c) hereof.

Purchases as Principal. Each sale of Notes to an Agent one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent(s). Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the Agent one or more Agents and the Company) 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 Agentapplicable Agent(s). Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An 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 and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. The Agents Each Terms Agreement shall specify the principal amount of Notes to be purchased by each applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the Notes) as may offer the Notes they have purchased as principal to other dealersbe mutually agreed upon. The Agents may sell utilize a selling or dealer group in connection with the resale of the Notes to any dealer at a discount and, unless otherwise specified purchased. Unless expressly provided for in the applicable Terms Agreement, such discount allowed to any dealer will not no opinions, letters or certificates shall be delivered by the Company in excess of connection with the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturityNotes to one or more Agents as principal.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Corporation and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionin writing) between the such Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount and, unless otherwise specified in equivalent to the applicable Terms Agreementcommission set forth in Schedule A hereto), the time and place of delivery of and payment for such discount allowed to any dealer will not be in excess Notes and such other provisions (including further terms of the discount to Notes) as may be received by such mutually agreed upon. Each Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturity.may

Purchases as Principal. Each sale of Notes to an any Agent as principal principal, shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement Purchase Agreement whether oral (and confirmed in writing by such Agent and the Company which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each A Purchase Agreement also may specify certain provisions relating to the reoffering of such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter Notes by an exchange such Agent. The commitment of any standard form of written telecommunication (including facsimile transmission) between the 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 Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement 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 in this Agreement and shall be subject to the terms and conditions of this Agreement. Each Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by an Agent, the time and date (each such time and date being referred to herein as a "Time of Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forthforth in Exhibit C. The Company agrees that if any Agent purchases Notes as principal 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. Any Agent may utilize a selling or dealer group in connection with the resale of such Notes. The In addition, the Agents may offer the Notes they have purchased as principal to other dealers. The Agents Any Agent may sell Notes to any dealer at a discount anddiscount. Such Purchase Agreement also shall specify any requirements for delivery of opinions of counsel, unless otherwise specified in the applicable Terms Agreement, such discount allowed accountants' letters and officers' certificates pursuant to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturitySection 5.

Purchases as Principal. Each sale of (a) From time to time any Agent may agree with the Company to purchase Notes to an Agent from the Company as principal principal, in which case such purchase shall be made in accordance with the terms contained herein and pursuant to of a separate agreement which will provide for the sale of (a “Purchase Agreement”) to be entered into between such Notes to, Agent and the purchase and any reoffering thereof byCompany in the form attached hereto as Exhibit C. A Purchase Agreement, such Agentto the extent set forth therein, may incorporate by reference specified provisions of this Agreement. Each such separate agreement Purchase Agreement shall be substantially in the form of Exhibit C hereto but may take the form of (which may be an oral agreement if confirmed within 24 hours thereafter by i) an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the CompanyCompany or (ii) 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 an oral agreement with an authorized officer of the Company and the Agent. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An The Agent's ’s commitment to purchase Notes pursuant to any Terms Agreement 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. The Agents may offer the Notes they have purchased forth as principal to well as any other dealers. The Agents may sell Notes to any dealer at a discount andrepresentations, unless otherwise specified warranties, terms and conditions set forth in the applicable Terms Purchase Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. . (b) Unless otherwise specified agreed to between the Company and an Agent in the applicable Terms a Purchase Agreement, any Notes Note sold to an Agent as principal will (i) shall be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any an agency sale of a Note of identical maturitymaturity and (ii) may be resold by such Agent at varying prices from time to time or, if set forth in the applicable Purchase Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, any such Agent may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement agreement, if confirmed within 24 hours thereafter in writing by an exchange of any standard form of written telecommunication (including facsimile transmissiontransmission or otherwise) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount andequivalent to the applicable commission set forth in Schedule A hereto), unless otherwise specified 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 applicable Terms Agreement, such discount allowed to any dealer will not be in excess reoffering of the discount to be received by Notes, and such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% other provisions (including further terms of the principal amount thereof less Notes) as may be mutually agreed upon. An Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the such Agent and the Company) 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 such Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in the form of Terms Agreement attached as Exhibit B A hereto. An 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a price equal discount equivalent to 100% the applicable commission as agreed upon by the Company and the Agents), 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 Agent in the reoffering of the principal amount thereof less Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the opinions of counsel, officers' certificate and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 5(c), 5(d), 5(e) and 5(f) hereof.

Purchases as Principal. Each sale of Notes to an Agent as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's Agent"s commitment to purchase Notes 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. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Each Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of Agreement shall specify the principal amount thereof less a percentage equal of Notes to be purchased pursuant thereto, the maturity date thereof, the price to be paid to the commission applicable Company for such Notes, the time and place of delivery of and payment for such Notes (the "Settlement Date") and any other relevant terms. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify any requirements for officers" certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to any agency sale of a Note of identical maturitySections 3 and 4 hereof.

Purchases as Principal. Each sale of (a) From time to time any Agent may agree with the Company to purchase Notes to an Agent from the Company as principal principal, in which case such purchase shall be made in accordance with the terms contained herein and pursuant to of a separate agreement which will provide for the sale of (a "Purchase Agreement") to be entered into between such Notes to, Agent and the purchase and any reoffering thereof byCompany in the form attached hereto as Exhibit E. A Purchase Agreement, such Agentto the extent set forth therein, may incorporate by reference specified provisions of this Agreement. Each such separate agreement Purchase Agreement shall be substantially in the form of Exhibit E hereto but may take the form of (which may be an oral agreement if confirmed within 24 hours thereafter by i) an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the CompanyCompany or (ii) 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 an oral agreement with an authorized officer of the Company and the Agent. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An The Agent's commitment to purchase Notes pursuant to any Terms Agreement 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. The Agents may offer the Notes they have purchased forth as principal to well as any other dealers. The Agents may sell Notes to any dealer at a discount andrepresentations, unless otherwise specified warranties, terms and conditions set forth in the applicable Terms Purchase Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. . (b) Unless otherwise specified agreed to between the Company and an Agent in the applicable Terms a Purchase Agreement, any Notes Note sold to an Agent as principal will (i) shall be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any an agency sale of a Note of identical maturitymaturity and (ii) may be resold by such Agent at varying prices from time to time or, if set forth in the applicable Purchase Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, any such Agent may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Agents Each Terms Agreement shall specify the principal amount of Notes to be purchased by an Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the 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 Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may offer the Notes they have purchased as principal to other dealersbe mutually agreed upon. The Agents may sell Notes to reallow any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess portion of the discount commission payable pursuant hereto to be received by such dealers or purchasers in connection with the offer and sale of any Notes. An Agent from may utilize a selling or dealer group in connection with the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% resale of the principal amount thereof less a percentage equal Notes purchased. Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's commitment to purchase Notes 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. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Each Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of Agreement shall specify the principal amount thereof less a percentage equal of Notes to be purchased pursuant thereto, the maturity date thereof, the price to be paid to the commission applicable Company for such Notes, the time and place of delivery of and payment for such Notes (the "Settlement Date") and any other relevant terms. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to any agency sale of a Note of identical maturitySections 3 and 4 hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the such Agent and the Company) 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 applicable Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing Agreement shall be with respect to such information (as applicable) as is specified in substantially the form of Exhibit B hereto. 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a price equal discount equivalent to 100% the 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 such Agent in the reoffering of the principal amount thereof less Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the such Agent and the Company) 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 applicable Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a price equal discount equivalent to 100% the 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 such Agent in the reoffering of the principal amount thereof less Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the 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 Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company [and Disney] herein contained and shall be subject to the terms and conditions herein set forth. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturity.

Purchases as Principal. Each sale of Notes to an Agent one or more Agents as principal shall be made in accordance with the terms contained herein and and, if requested by such Agent, pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent or Agents. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the Agent one or more Agents and the Company) 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 Agentone or more Agents. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Each Terms Agreement shall specify the principal amount of Notes to be purchased by each Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the 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 offer the Notes they have purchased as principal to other dealersbe mutually agreed upon. The Agents may sell utilize a selling or dealer group in connection with the resale of the Notes to purchased by the Agents. Such Terms Agreement shall also specify whether or not any dealer at a discount andofficer's certificate, unless otherwise opinions of counsel or comfort letter specified in the applicable Terms AgreementSections 7(b), such discount allowed to any dealer will not 7(c) and 7(d) hereof shall be in excess of the discount required to be received delivered by such Agent from the Company. Unless otherwise specified in Company on the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturityrelated Settlement Date.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the such Agent and the Company) 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 such Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a price equal discount equivalent to 100% the 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 such Agent in the reoffering of the principal amount thereof less Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 8(b), 8(c) and 8(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement agreement, if confirmed within 24 hours thereafter in writing by an exchange of any standard form of written telecommunication (including facsimile transmissiontransmission or otherwise) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. The Agents Each Terms Agreement shall specify the principal amount of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the 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 the Notes, and such other provisions (including further terms of the Notes) as may offer be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes they have purchased as principal to other dealers. The and the Agents may sell any such Notes to any dealer dealers at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount payable to be received the Agents by such Agent from the Company. Unless otherwise specified in Such Terms Agreement shall also specify the applicable Terms Agreementrequirements for the officer's certificate, any Notes sold opinions of counsel and comfort letter pursuant to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the such Agent and the Company) Company is herein referred to as a "“Terms Agreement." ”. Unless the context Context otherwise requires, each reference contained herein to "“this Agreement" ’ shall be deemed to include any applicable Terms Agreement between the Company and the such Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Such 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a price equal discount equivalent to 100% the 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 such Agent in the reoffering of the principal amount thereof less Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers’ certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 8(b), 8(c) and 8(d) hereof.

Purchases as Principal. (a) Each sale of Notes to an Agent as principal Securities shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement to be entered into between the Company and the Lead Agent which will provide for the sale of such Notes Securities to, and the purchase of and any reoffering thereof by, such Agent. Each such separate agreement the Lead Agent as principal (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the 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 Agent”). Each such Terms Agreement, whether which may be oral (and confirmed in writingwhich case a written confirmation of terms shall be delivered by the Lead Agent to the Company), which confirmation may shall be by facsimile transmission) substantially in the form attached hereto as Exhibit C or in writing shall be with respect to such information (other form as applicable) as is specified in Exhibit B heretothe Company and the Lead Agent may agree. An Agent's commitment The agreement of the Lead Agent to purchase Notes Securities pursuant to any Terms Agreement 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. The Agents may offer Each Terms Agreement shall describe the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount Securities to be received purchased pursuant thereto by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Lead Agent as principal will be purchased by such Agent at a price equal to 100% of principal, and shall specify, among other things, the principal amount thereof less a percentage equal of Securities to be purchased, the commission applicable to any agency sale interest rate and maturity date of a Note of identical maturity.such Securities, the interest payment dates, the Offering Price, the Agents’ Concession (as defined

Purchases as Principal. Each sale of Notes Securities to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes Securities to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the 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 Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes Securities 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. The Agents may offer the Notes Securities they have purchased as principal to other dealers. The Agents may sell Notes Securities to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes Securities sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to any agency sale of a Note Security of identical maturity.

Purchases as Principal. Each sale of Notes to an the Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and the Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such the Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the Agent and the Company) 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 Agent. Each such Terms Agreement, whether oral (and confirmed or in writing, which confirmation may be by facsimile transmission) or in writing shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An The 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. The Agents may offer Each Terms Agreement shall specify the Notes they have purchased as principal to other dealers. The Agents may sell amount of Notes to any dealer be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount andequivalent to the applicable commission set forth in Schedule A hereto), unless otherwise specified 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 applicable Terms Agreement, such discount allowed to any dealer will not be in excess reoffering of the discount to be received by Notes, and such Agent from the Company. Unless otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% other provisions (including further terms of the principal amount thereof less Notes) as may be mutually agreed upon. The Agent may utilize a percentage equal selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to the commission applicable to any agency sale of a Note of identical maturitySections 7(b), 7(c) and 7(d) hereof.