Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. 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 shall be purchased by the relevant Distribution Agent or Distribution Agents as 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 shall be agreed upon either orally or in writing substantially in the form of Exhibit C, attached hereto, and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. A Distribution 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 and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents and specified in the applicable Pricing Supplement, shall be at a discount 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 Agreement 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, and may re-allow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. 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 shall be purchased by the relevant Distribution Agent or Distribution Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Distribution related Agent or Distribution Agents and the Company (which terms shall be agreed upon either orally or in writing substantially in the form of Exhibit C, attached hereto, D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and mailed, emailed e-mailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writingwriting in the form of Exhibit D hereto, is referred to herein as a “Terms Agreement”. A Distribution 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 and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents and specified in the applicable Pricing Supplement, shall be at a discount 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 Agreement and Pricing Supplement. A Distribution At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the stand-off agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An 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, and may re-allow reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. 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 shall be purchased by the relevant Distribution Agent or Distribution Agents as 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 shall be agreed upon either orally or in writing substantially in the form of Exhibit C, attached hereto, C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. A Distribution 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 and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents and specified in the applicable Pricing Supplement, shall be at a discount 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 Agreement and Pricing Supplement. A Distribution At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An 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, and may re-allow reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Distribution Each sale of Notes to an Agent or Distribution Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Distribution Agent or Distribution Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Distribution Corporation and such Agent or Distribution Agents shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the Company purchase and reoffering thereof by, such Agent. Each such separate agreement (which terms shall may be agreed upon either orally or in writing substantially in the form of Exhibit C, attached hereto, and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any an oral agreement confirmed in writing, ) between such Agent and the Company is herein referred to herein 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 Distribution hereto. Each 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 and forth. Each Terms Agreement shall specify the applicable 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. Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Distribution Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes and as specified in the applicable Terms Agreement 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 such other purchasers, and may re-allow all or any portion provisions (including further terms of the discount received in connection with such purchases from the Company to such brokers or dealers.Notes) as may be mutually agreed upon. Each Agent may

Purchases as Principal. 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 shall be purchased by the relevant Distribution Agent or Distribution Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Distribution related Agent or Distribution Agents and the Company (which terms shall be agreed upon either orally or in writing substantially in the form of Exhibit C, attached hereto, D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and mailed, emailed e-mailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writingwriting substantially in the form of Exhibit D hereto, is referred to herein as a “Terms Agreement”. A Distribution 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 and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Distribution Agents and specified in the applicable Pricing Supplement, shall be at a discount 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 Agreement and Pricing Supplement. A Distribution At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the stand-off agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An 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, and may re-allow reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Distribution Each sale of Notes to any Agent or Distribution Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Distribution Agent or Distribution Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by the relevant Distribution Agent or Distribution Agents and the Company (within 24 hours thereafter, which terms shall may be agreed upon either orally by facsimile or in writing substantially in the form of Exhibit C, attached hereto, and mailed, emailed other electronic transmission) or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Distribution Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”which will provide for the sale of such Notes to, and the purchase thereof by, such Agent. A Distribution Purchase Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent’s . The commitment of any Agent 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 and the applicable Terms Agreementforth. Each purchase Purchase Agreement shall specify the principal amount and terms of Notesthe Notes to be purchased by an Agent, unless otherwise agreed by 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 forth in Exhibit C hereto. The Company and agrees that if an Agent purchases Notes as principal for resale, such Agent shall receive such compensation, in the Distribution Agents and specified form of a discount or otherwise, as shall be indicated in the applicable Pricing SupplementPurchase Agreement, shall be at or if no compensation is indicated therein, a discount from commission in accordance with Exhibit A hereto. To 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 extent described in the applicable Terms Agreement and Pricing Supplement. A Distribution Agent Prospectus, the Agents may engage the services of any broker utilize a selling or dealer group in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may re-allow all or any portion of the discount received in connection with such purchases from Notes purchased. Such Purchase Agreement shall also specify the Company requirements, if any, for delivery of opinions of counsel, accountant's letters and officers' certificates pursuant to such brokers or dealersSection 5.