Common use of Purchases as Principals Clause in Contracts

Purchases as Principals. Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting as principal for its own account or for resale to investors and other purchasers. Each sale of Notes to an Agent as principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and a supplemental agreement which will provide for the sale of such Notes to, and the purchase and re-offering of Notes by, the applicable Agent. Any purchaser may utilize a selling or dealer group in connection with the resale of the Notes and may reallow any portion of its commission. Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Terms Agreement shall be with respect to such information as is specified in Exhibit B hereto and as agreed to in writing by the Company and the applicable Agent. 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, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement. Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the Settlement Date. Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.

Purchases as Principals. Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting as principal for its own account or for resale to investors and other purchasers. Each sale of Notes to an Agent one or more Agents as principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and contained herein and, if requested by such Agent, pursuant to a supplemental separate agreement which will provide for the sale of such Notes to, and the purchase and re-offering reoffering thereof by, 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" 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. 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 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 applicable AgentAgents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Any purchaser The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased and may reallow any portion of its commission. Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between discount they receive from the Company and the applicable Agentto such seller or dealer group. Each such Such Terms Agreement shall be with respect to such information as is also specify whether or not any of the officer's certificate, opinions of counsel or comfort letter specified in Exhibit B hereto Sections 7(b), 7(c) and as agreed 7(d) hereof shall be required to in writing be delivered by the Company and the applicable Agent. 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, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement. Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the related Settlement Date. Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.

Purchases as Principals. Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting as principal for its own account or for resale to investors and other purchasers. Each sale of Notes to an Agent one or more Agents as principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and contained herein and, if requested by such Agent, pursuant to a supplemental separate agreement which will provide for the sale of such Notes to, and the purchase and re-offering reoffering thereof by, 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" 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. 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 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 applicable AgentAgents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Any purchaser The Agents may utilize a selling or dealer group in connection with the resale of the Notes and may reallow any portion of its commissionpurchased. Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Such Terms Agreement shall be with respect to such information as is also specify whether or not any of the officer's certificate, opinions of counsel or comfort letter specified in Exhibit B hereto Sections 7(b), 7(c) and as agreed 7(d) hereof shall be required to in writing be delivered by the Company and the applicable Agent. 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, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement. Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the related Settlement Date. Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.

Purchases as Principals. Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting Solicitations as principal for its own account or for resale to investors and other purchasersAgents. ------------------------------------------------ (a) Purchases as Principal. Each sale of Notes to an Agent one or more Agents as ---------------------- principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and contained herein and, if requested by such Agent, pursuant to a supplemental separate agreement which will provide for the sale of such Notes to, and the purchase and re-offering reoffering thereof by, 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" 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. 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 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 applicable AgentAgents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Any purchaser The Agents may utilize a selling or dealer group in connection with the resale of the Notes and may reallow any portion of its commissionpurchased. Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Such Terms Agreement shall be with respect to such information as is also specify whether or not any of the officer's certificate, opinions of counsel or comfort letter specified in Exhibit B hereto Sections 7(b), 7(c) and as agreed 7(d) hereof shall be required to in writing be delivered by the Company and the applicable Agent. 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, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement. Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the related Settlement Date. Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.