Common use of Purchases of Notes Clause in Contracts

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “Terms Agreement.” Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you in the net amount due for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser 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 of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “Terms Agreement.” Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you in the net amount due for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser 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 of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “Terms Agreement.” ”. Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser 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 of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, whether the Notes provide for a Survivor's Option, such other terms of the offered Notes as are applicable, the Settlement Date for the purchase of such Notes, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company, the Guarantor or their respective officers or a letter from the Guarantor's independent registered public accountants as described in Section 5(b). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each date of delivery of and payment for Notes to be purchased by the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided, further, that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or to reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided, further, that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or to reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, whether the Notes provide for a Survivor's Option, such other terms of the offered Notes as are applicable, the Settlement Date for the purchase of such Notes, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 5(b). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes 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 date of delivery of and payment for Notes to be purchased by the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided further that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or to reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, whether the Notes provide for a Survivor's Option, such other terms of the offered Notes as are applicable, the Settlement Date for the purchase of such Notes, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 5(b). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes 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 date of delivery of and payment for Notes to be purchased by the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided further that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the 5 Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or to reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, whether the Notes provide for a Survivor's Option, such other terms of the offered Notes as are applicable, the Settlement Date for the purchase of such Notes, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 5(b). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes 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 date of delivery of and payment for Notes to be purchased by the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided further that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “"Purchaser”"), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. C. The Purchaser’s 's commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures U.S. or Euro Procedures, as applicable, unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser 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 of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to between the Company and the Purchasing Agent which will provide for the sale of such saleNotes to, and the purchase of and reoffering thereof by, the Purchasing Agent, as principal. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “"Terms Agreement.” ". Each Terms Agreement shall describe the Notes to be purchased by the Purchaser Purchasing Agent pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the initial public offering price at which the Notes are proposed to be reoffered, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, whether the Notes provide for a Survivor's Option, such other terms of the offered Notes as are applicable, the Settlement Date for the purchase of such Notes, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent public accountants as described in Section 5(b). A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the PurchaserPurchasing Agent. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s Purchasing Agent's commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Each date of delivery of and payment for Notes to be purchased by the Purchasing Agent is referred to herein as a "Settlement Date". Delivery of the Notes sold to the Purchaser Purchasing Agent pursuant to a Terms Agreement shall be made not later than the Settlement Date specified agreed to in the such Terms Agreement Agreement, against payment of funds by you to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures Administrative Procedures, as applicable, unless otherwise agreed to between the Company and the PurchaserPurchasing Agent in such Terms Agreement. The Company agrees to pay the Purchasing Agent a commission on the Settlement Date with respect to each sale of Notes by the Company as a result of solicitations made by the Agents, in an amount equal to that percentage specified in Schedule II hereto of the aggregate principal amount of the Notes sold by the Company; provided, however, that the Company and the Purchasing Agent may agree to a commission greater than or less than the percentages specified in Schedule II hereto; and provided, further, that in no case shall the commission exceed 8% of the initial offering proceeds. Such commission shall be payable as specified in the Administrative Procedures, and the actual aggregate commission with respect to each sale of Notes will be set forth in the relevant Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned commission in such proportions as they may agree. Unless otherwise agreed to between the Company and the Purchaser Purchasing Agent in a Terms Agreement, any Note sold to a Purchaser the Purchasing Agent (i) shall be purchased by such Purchaser the Purchasing Agent at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time the Purchasing Agent to time other Agents or Selected Dealers, each of whom will purchase as principal for resale to the public at a fixed public offering price, as price which shall be set forth in the applicable Supplement (as defined in Section 4(a) below)Terms Agreement and Pricing Supplement. In connection with any resale of Notes purchased, a Purchaser may use a selling without the consent of the Company or dealer group and may reallow unless otherwise set forth in the applicable Terms Agreement, the Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer or reallow any portion of the discount or commission payable pursuant heretopaid to such Agent.

Purchases of Notes. Subject to the terms and conditions stated herein, whenever the Company and any of you determine that the Company shall sell Notes directly (or through one of its affiliates) to any of you as principal or agent (in such capacity, the “Purchaser”), each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a “Terms Agreement.” Each Terms Agreement shall describe the Notes to be purchased by the Purchaser pursuant thereto and shall specify the terms of the offered Notes. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by the Purchaser. Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser’s commitment to purchase Notes 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. Delivery of the Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Settlement Date specified in the Terms Agreement against payment of funds by you in the net amount due for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the applicable commission and (ii) may be resold by such Purchaser at varying prices from time to time or at a fixed public offering price, as set forth in the applicable Supplement (as defined in Section 4(a) below). In connection with any resale of Notes purchased, a Purchaser 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.