Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. From time to time, any Agent may agree with the Issuer to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement.

Purchases as Principal. From time Each sale of Notes to time, any an Agent may agree as principal shall be made in accordance with the Issuer terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase Securities from 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 Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement (Company) is herein referred to as a "Purchase Terms Agreement." Unless the context otherwise requires, each reference contained herein to ") this Agreement" shall be deemed to be entered into include any applicable Terms Agreement between such Agent the Company and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase SecuritiesAgent. Each such Terms Agreement, unless the Issuer whether oral (and the purchasing Agent otherwise agree confirmed in writing, any such Purchase Agreement which confirmation may be by facsimile transmission) or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement 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 Securities and of their offer and sale evidenced discount to be received by such Agent from the offer communicated by Company. Unless otherwise specified in the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this applicable Terms Agreement, shall constitute any Notes sold to an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may as principal will be resold purchased by such Agent at varying prices from time a price equal to time or at 100% of the principal amount thereof less a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow percentage equal to the commission applicable to any broker or dealer any portion agency sale of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions a Note of this Agreementidentical maturity.

Purchases as Principal. From time to time, any Agent may agree with the Issuer to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may may, in their discretion, set forth the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement.

Purchases as Principal. From time Notes purchased from a Trust by the Agents, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between such Agent or Agents and the Company and such Trust (which terms, unless otherwise agreed, shall, to timethe extent applicable, any Agent may agree include those terms specified in the Pricing Supplement and shall be agreed upon orally, with written confirmation to be in the Issuer form of the Terms Agreement). Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement of one or more Agents to purchase Securities Notes from the Issuer a Trust as principal. In Each purchase of Notes by the Agents (other ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the Retail Agent), unless otherwise agreed, shall be at a discount from the principal amount of each such case Note equivalent to the purchasing Agent and the Issuer may applicable commission set forth in Schedule B hereto. Each purchase of Notes by ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, acting in its capacity as the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase SecuritiesRetail Agent, unless otherwise agreed, shall be at a discount from the Issuer and the purchasing Agent otherwise agree in writing, any principal amount of each such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent Note equivalent to the Issuer or, applicable commission set forth in Schedule C hereto. The Agents may engage the absence services of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from a Trust in connection with such purchases to such brokers or commission payable dealers. If a Trust and two or more Agents enter into a Terms Agreement pursuant hereto. A Purchase Agreementto which such Agents agree to purchase Notes from such Trust as principal and one or more of such Agents shall fail at the Settlement Date to purchase the Notes which it or they are obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the extent Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth thereinforth; provided, may incorporate however, that if such arrangements shall not have been completed within such 24-hour period, then: (i) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by reference specified provisions all of such Agents on the Settlement Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (ii) if the aggregate principal amount of Defaulted Notes exceeds 10% of the aggregate principal amount of Notes to be so purchased by all of such Agents on the Settlement Date, such Terms Agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company and such Trust shall have the right to postpone the Settlement Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. From time Each sale of Securities to time, any an Agent may agree as principal shall be made in accordance with the Issuer to purchase Securities from terms contained herein and (unless the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth the terms of such purchase Agent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (a "Purchase Agreement"which may be an oral agreement) to be entered into between such an Agent and the Issuer in Company is herein referred to as a “Terms Agreement.” Unless the form attached hereto as Exhibit C. Upon acceptance by context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Issuer of Company and an offer to purchase SecuritiesAgent. Each such Terms Agreement, unless the Issuer and the purchasing Agent otherwise agree whether oral or in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent’s commitment to purchase Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Securities) as may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent mutually agreed upon. The Agents may use utilize a selling or dealer group. Such Agent group in connection with the resale of the Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(m), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the extent Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth thereinforth; provided, may incorporate however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by reference specified provisions all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. From time to timeUnless 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, any Notes shall be purchased by the relevant Distribution Agent may agree with the Issuer to purchase Securities from the Issuer or Distribution Agents as principal. In such case Such purchases shall be made in accordance with terms agreed upon by the purchasing relevant Distribution Agent or Distribution Agents and the Issuer may 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 terms 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 in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer as specified in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer applicable Terms Agreement and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent)Pricing Supplement. In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such A Distribution Agent may use a selling or dealer group. Such Agent may reallow to 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 commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreementdealers.

Purchases as Principal. From time Each sale of Notes to time, any Agent may agree one or more Agents as principal shall be made in accordance with the Issuer terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent(s). Each such separate agreement (which may be an oral agreement) between one or more Agents and the Company is herein referred to as a "Purchase Terms Agreement." Unless the context otherwise requires, each reference contained herein to ") this Agreement" shall be deemed to be entered into include any applicable Terms Agreement between such Agent the Company and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securitiesapplicable Agent(s). Each such Terms Agreement, unless the Issuer and the purchasing Agent otherwise agree whether oral or in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. Each Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each 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 Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Notes) as may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent mutually agreed upon. The Agents may use utilize a selling or dealer group. Such Agent may reallow to any broker or dealer any portion group in connection with the resale of the discount or commission payable pursuant heretoNotes purchased. A Purchase Unless expressly provided for in the Terms Agreement, no opinions, letters or certificates shall be delivered by the Company in connection with the sale of Notes to the extent set forth therein, may incorporate by reference specified provisions of this Agreementone or more Agents as principal.

Purchases as Principal. From time Each sale of Securities to time, any an Agent may agree as principal shall be made in accordance with the Issuer to purchase Securities from terms contained herein and (unless the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth the terms of such purchase Agent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (a "Purchase Agreement"which may be an oral agreement) to be entered into between such an Agent and the Issuer in Company is herein referred to as a “Terms Agreement.” Unless the form attached hereto as Exhibit C. Upon acceptance by context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Issuer of Company and an offer to purchase SecuritiesAgent. Each such Terms Agreement, unless the Issuer and the purchasing Agent otherwise agree whether oral or in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent’s commitment to purchase Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (which shall be at a discount, if any, as specified in a Terms Agreement), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Securities) as may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent mutually agreed upon. The Agents may use utilize a selling or dealer group. Such Agent group in connection with the resale of the Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer’s certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(d), 5(f) and 5(g) hereof. Securities to be purchased by an Agent as principal are herein called the “Purchased Securities.” Purchased Securities will be represented by a global certificate (the “Book-Entry Securities”) registered in the name of the depositary (the “Depositary”) specified in the Prospectus or by certificates issued in definitive form (the “Certificated Securities”). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the “Defaulted Securities”), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the extent Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth thereinforth; provided, may incorporate however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by reference specified provisions all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. From time Each sale of Notes to time, any Agent may agree one or more Agents as principal shall be made in accordance with the Issuer terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by such Agent(s). Each such separate agreement (which may be an oral agreement, confirmed in writing as promptly as practicable as described below if requested by the Company, between the applicable Agent(s) and the Company) is herein referred to as a "Purchase Terms Agreement") . Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be entered into deemed to include any applicable Terms Agreement between such Agent the Company and the Issuer in the form attached hereto as Exhibit C. Upon acceptance applicable Agent(s). Each such Terms Agreement, whether oral (and, if requested by the Issuer of an offer to purchase SecuritiesCompany, unless the Issuer and the purchasing Agent otherwise agree confirmed in writing as promptly as practicable, which confirmation may be by facsimile transmission or otherwise) or in writing, shall include such information (as applicable) as is specified in Schedule B hereto. An Agent's commitment to purchase Notes as principal pursuant to any such Purchase Terms Agreement or other written confirmation or communication transmitted 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 the purchasing Agent applicable Agent(s) pursuant thereto, the price to be paid to the Issuer orCompany for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agentapplicable commission set forth in Schedule A hereto), the oral agreement time and place of delivery of and payment for such Notes, any default provisions with respect to the Notes to be purchased by more than one Agent and such other provisions (including further terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Notes) as may be mutually agreed upon. An Agent and accepted by the Issuer, may utilize a selling or dealer group in each case together connection with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, the Notes purchased and may offer all or any portion of the discount received from the Company to such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow Terms Agreement shall also specify the requirements for any officers' certificate, opinions of counsel and "comfort" letters pursuant to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement(and consistent with) Sections 7(b), to the extent set forth therein, may incorporate by reference specified provisions of this Agreement7(c) and 7(d) hereof.

Purchases as Principal. From time Each sale of Securities to time, any an Agent may agree as principal shall be made in accordance with the Issuer to purchase Securities from terms contained herein and (unless the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth the terms of such purchase Agent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (a "Purchase Agreement"which may be an oral agreement) to be entered into between such an Agent and the Issuer in Company is herein referred to as a "Terms Agreement." Unless the form attached hereto as Exhibit C. Upon acceptance by context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Issuer of Company and an offer to purchase SecuritiesAgent. Each such Terms Agreement, unless the Issuer and the purchasing Agent otherwise agree whether oral or in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent's commitment to purchase Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (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), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Securities) as may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent mutually agreed upon. The Agents may use utilize a selling or dealer group. Such Agent group in connection with the resale of the Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase AgreementSuch Terms Agreement shall also specify the requirements for the stand-off agreement, officer's certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by an Agent as principal are herein sometimes called the "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Book-Entry Securities") registered in the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the extent set forth thereinAgent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may incorporate request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by reference specified provisions of this Agreementthe Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date.

Purchases as Principal. From time to timeUnless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, any Notes shall be purchased by the relevant Agent may agree with the Issuer to purchase Securities from the Issuer or Agents as principal. In such case Such purchases shall be made in accordance with terms agreed upon by the purchasing related Agent or Agents and the Issuer may Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and mailed, e-mailed or telecopied to the Company). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing in the form of Exhibit D hereto, is referred to herein as a “Terms Agreement”. 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 terms applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the 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 Agents at the time of such purchase and as specified in a separate agreement (a "Purchase Agreement") to be entered into between the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent and shall specify the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer requirements for the sale stand-off agreement, officers’ certificates, opinions of counsel and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agentcomfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such An Agent may use a selling or dealer group. Such Agent may reallow to 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 reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreementdealers.

Purchases as Principal. From time to time, any Agent may agree with the Issuer to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree agre in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement.

Purchases as Principal. From time Each sale of Securities to time, any an Agent may agree as principal shall be made in accordance with the Issuer terms contained herein and pursuant to a separate agreement which will provide for the sale of such 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 Securities from pursuant to any Terms Agreement shall be deemed to have been made on the Issuer as principal. In such case basis of the purchasing Agent representations and warranties of the Issuer may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement") to Company herein contained and shall be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect subject to the terms and conditions herein set forth. The Agents may offer the Securities they have purchased as principal to other dealers. The Agents may sell 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 Securities and of their offer and sale evidenced discount to be received by such Agent from the offer communicated by Company. Unless otherwise specified in the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this applicable Terms Agreement, shall constitute any Securities sold to an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may as principal will be resold purchased by such Agent at varying prices from time a price equal to time or at 100% of the principal amount thereof less a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow percentage equal to the commission applicable to any broker or dealer any portion agency sale of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions a Security of this Agreementidentical maturity.

Purchases as Principal. From time Each sale of Notes to time, any Agent may agree one or more Agents as principal shall be made in accordance with the Issuer to purchase Securities from terms contained herein and (unless the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth the terms of such purchase in applicable Agent or Agents shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent or Agents. Each such separate agreement (which may be an oral agreement and confirmed in writing) is herein referred to as a "Purchase Terms Agreement") . Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be entered into deemed to include any applicable Terms Agreement between the Company and one or more Agents. Each such Agent Terms Agreement, whether oral (and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree confirmed in writing, any such Purchase Agreement which may be by facsimile transmission) or other written confirmation or communication transmitted by the purchasing Agent to the Issuer orin writing, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. Any 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, except as may be provided in such Terms Agreement. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the Agent or Agents 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 and such other provisions (including further terms of the Securities and Notes) as may be mutually agreed upon. Each Agent is authorized to engage the services of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, any broker or dealer in each case together connection with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, the Notes purchased pursuant to any such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent Terms Agreement and may reallow to any broker or dealer any a portion of the discount or commission payable pursuant hereto. A Purchase AgreementSuch Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to the extent set forth thereinSections 7(b), may incorporate by reference specified provisions of this Agreement7(c) and 7(d) hereof, respectively, and with respect to any stand-off agreement pursuant to Section 4(k) hereof, and with respect to any opinions pursuant to Section 5(d) hereof.

Purchases as Principal. (a) From time to time, time any Agent may agree with the Issuer Company to purchase Securities Notes from the Issuer Company as principal. In , in which case such case the purchasing Agent and the Issuer may set forth purchase shall be made in accordance with the terms of such purchase in a separate agreement (a "“Purchase Agreement"”) to be entered into between such Agent and the Issuer Company in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement. Each Purchase Agreement shall be substantially in the form of Exhibit C hereto but may take the form of (i) an exchange of any form of written telecommunication between the Agent and the Company or (ii) an oral agreement with an authorized officer of the Company promptly confirmed in writing. The Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth as well as any other representations, warranties, terms and conditions set forth in the Purchase Agreement. (b) Unless otherwise agreed to between the Company and an Agent in a Purchase Agreement, any Note sold to an Agent as principal (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 an agency sale of a Note of identical maturity 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. (a) From time to time, time any Agent may agree with the Issuer Company to purchase Securities Notes from the Issuer Company as principal. In , in which case such case the purchasing Agent and the Issuer may set forth purchase shall be made in accordance with the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer Company in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. E. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreement. Each Purchase Agreement shall be substantially in the form of Exhibit E hereto but may take the form of (i) an exchange of any form of written telecommunication between the Agent and the Company or (ii) an oral agreement with an authorized officer of the Company promptly confirmed in writing. The Agent's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth as well as any other representations, warranties, terms and conditions set forth in the Purchase Agreement. (b) Unless otherwise agreed to between the Company and an Agent in a Purchase Agreement, any Note sold to an Agent as principal (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 an agency sale of a Note of identical maturity 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. From time (a) Any purchases of Shares to time, any be made by the Agent may agree with in a Principal Transaction shall be expressly agreed on by the Issuer to purchase Securities from the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth Agent pursuant to a Transaction Notice. Except to the terms of such purchase extent otherwise agreed in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance writing by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect Agent’s commitment to purchase Shares as principal shall be deemed to have been made on the basis of the representations, warranties and covenants contained herein and shall be subject to the terms and conditions set forth herein and in the applicable Transaction Notice. (b) For each Principal Transaction, the Company shall sell to the Agent, and the Agent agrees to purchase from the Company, the number of Shares determined in the Securities manner and on the terms set forth below and in the applicable Transaction Notice. The Agent intends to resell the Shares purchased under this Agreement in transactions constituting an “at-the-market offering” as defined in Rule 415 promulgated under the Act or in such other manner as may be provided in the Prospectus and agreed in the applicable Transaction Notice, and may engage in sales of their offer Common Stock, including short sales, on the Purchase Date (as defined below) for any Shares deliverable pursuant to a Transaction Notice (which short sales shall not exceed the aggregate number of Shares that may be sold pursuant to such Transaction Notice). (c) Neither the Company nor the Agent shall have any obligation to enter into a Principal Transaction. The Company shall be obligated to sell Shares to the Agent, and sale evidenced the Agent shall be obligated to purchase Shares from the Company only if and when a Transaction Notice related to such a Principal Transaction has been delivered by the offer communicated by the purchasing Agent and accepted by the Issuer, Company as provided in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use a selling or dealer group. Such Agent may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this AgreementSection 3 below.

Purchases as Principal. From time to timeUnless otherwise agreed, no Agent shall have any Agent may agree with the Issuer obligation to purchase Securities from the Issuer Company as principal, but any Agent, severally and not jointly, may agree from time to time to purchase Securities as principal. In such case Each sale of Securities to any Agent as principal shall be made in accordance with the purchasing terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by the Agent and the Issuer Company within 24 hours thereafter, which may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement"be by facsimile or other electronic transmission) to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree or in writing, any which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Purchase Agreement or other written confirmation or communication transmitted may also specify certain provisions relating to the reoffering of such Securities by the purchasing such Agent. The commitment of any Agent to purchase Securities from the Issuer or, in Company as principal shall be deemed to have been made on the absence basis of a the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Purchase Agreement or other written confirmation or communication from shall specify the purchasing Agent, the oral agreement with respect to the principal amount and terms of the Securities to be purchased by an Agent, the time and date (each such time and date being referred to herein as a “Time of their offer Delivery”) and sale evidenced by the offer communicated by the purchasing place of delivery of and payment for such Securities and such other information (as applicable) as is set forth in Exhibit B hereto. The Company agrees that if an Agent and accepted by the Issuerpurchases Securities as principal for resale, such Agent shall receive such compensation, in each case together with the provisions form of this a discount or otherwise, as shall be indicated in the applicable Purchase Agreement. To the extent described in the Prospectus and any then applicable Permitted Free Writing Prospectus, shall constitute an agreement between if any, the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Agents may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use utilize a selling or dealer groupgroup in connection with the resale of the Securities purchased. Such Agent may reallow Purchase Agreement shall also specify the requirements, if any, for delivery of opinions of counsel, accountants’ letters and officers’ certificates pursuant to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this AgreementSection 5.

Purchases as Principal. From time Each sale of Securities to time, any an Agent may agree as principal shall be made in accordance with the Issuer to purchase Securities from terms contained herein and (unless the Issuer as principal. In such case the purchasing Agent Company and the Issuer may set forth the terms of such purchase Agent shall otherwise agree) in a separate agreement which will provide for the sale of such Securities to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (a "Purchase Agreement"which may be an oral agreement) to be entered into between such an Agent and the Issuer in Company is herein referred to as a "Terms Agreement." Unless the form attached hereto as Exhibit C. Upon acceptance by context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Issuer of Company and an offer to purchase SecuritiesAgent. Each such Terms Agreement, unless the Issuer and the purchasing Agent otherwise agree whether oral or in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent's commitment to purchase Securities as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify (i) the principal amount of Securities to be purchased by such Agent pursuant thereto, (ii) the price to be paid to the Company for such Securities (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), (iii) the time and place of delivery of and payment for such Securities, (iv) any provisions relating to the rights of and any default by any broker or dealer acting together with such Agent in the reoffering of the Securities, and (v) such other provisions (including further terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Securities) as may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent mutually agreed upon. The Agents may use utilize a selling or dealer group. Such Agent group in connection with the resale of the Securities purchased and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Such Terms Agreement shall also specify the requirements for the stand-off agreement, officer's certificate, opinions of counsel and comfort letter pursuant to Sections 3(l), 5(b), 5(c), 5(e) and 5(f) hereof. Securities to be purchased by an Agent as principal are herein sometimes called the "Purchased Securities." Purchased Securities will be represented by a global certificate (the "Book-Entry Securities") registered in the name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Delivery of Certificated Securities shall be made to the Agent and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the Agent, in either case, against payment by the Agent of the purchase price to or upon the order of the Company in the funds specified in the applicable Terms Agreement. Certificated Securities shall be registered in such names and in such denominations as the Agent may request not less than two full business days prior to the applicable Closing Date (as defined below). The Company will have Certificated Securities available for inspection, checking and packaging by the Agent in the city in which delivery and payment is to occur, not later than 2 p.m., on the business day prior to the applicable Closing Date. If the Company and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Securities from the Company as principal and one or more of such Agents shall fail on the Closing Date to purchase the Securities which it or they are obligated to purchase (the "Defaulted Securities"), then the nondefaulting Agents shall have the right, within 24 hours thereafter, to make arrangements for one of them or one or more other Agents or underwriters to purchase all, but not less than all, of the extent Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth thereinforth; provided, may incorporate however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be so purchased by reference specified provisions all of such Agents on the Closing Date, the nondefaulting Agents shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective initial underwriting obligations bear to the underwriting obligations of all nondefaulting Agents; or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be so purchased by all of such Agents on the Closing Date, such agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this Agreementparagraph shall relieve any defaulting Agent from liability in respect of its default. In the event of any such default which does not result in a termination of such agreement, either the nondefaulting Agents or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Purchases as Principal. From time Each sale of Notes to time, any an Agent may agree or Agents as principal shall be made in accordance with the Issuer terms contained herein and (unless the Company and such Agent or Agents shall otherwise agree) pursuant to purchase Securities from the Issuer as principal. In such case the purchasing Agent and the Issuer may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement") to be entered into between that will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent or Agents. Each such separate agreement (which may be an oral agreement promptly confirmed in writing as described below) between an Agent or Agents and the Issuer Company is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and an Agent or Agents. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Annex I hereto and, if in writing, shall be substantially in the form attached hereto as Exhibit C. Upon acceptance by of Annex I hereto. Such Terms Agreement shall also specify the Issuer requirements, if any, for the opinions of an offer counsel, letters of the Company’s independent registered public accountants and officer’s certificate pursuant to Sections 7(b), 7(c) and 7(d) hereof. Each Agent’s commitment to purchase Securities, unless Notes as principal pursuant to any Terms Agreement (or otherwise) shall be deemed to have been made on the Issuer basis of the representations and warranties of the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect Company herein contained and shall be subject to the terms and conditions herein set forth. Each purchase of the Securities and of their offer and sale evidenced Notes by the offer communicated by applicable Agents under the purchasing Agent and accepted by MTN Program, unless otherwise agreed in the Issuer, in each case together with the provisions of this applicable Terms Agreement, shall constitute an agreement between be at a discount from the purchasing Agent and principal amount of each such Note equivalent to the Issuer for the sale and applicable commission set forth in Schedule A hereto. Each purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed Notes by the Issuer or CoreNotes® Agent under the purchasing Agent). In connection with any resale of Securities so purchasedCoreNotes® Program, such Securities may unless otherwise agreed in the applicable Terms Agreement, shall be resold by such Agent at varying prices from time to time or at a fixed public offering price or that discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule B hereto. Each Agent may use is authorized to utilize a selling or dealer group. Such Agent may reallow to any broker or dealer any portion group in connection with the resale of the discount or commission payable pursuant hereto. A Purchase AgreementNotes purchased; provided, however, that such Agent shall obtain the prior written consent of the Company to the extent set forth therein, may incorporate by reference specified provisions of this Agreementsuch utilization.

Purchases as Principal. From time to timeUnless otherwise agreed, no Agent shall have any Agent may agree with the Issuer obligation to purchase Securities from the Issuer Company as principal, but any Agent, severally and not jointly, may agree from time to time to purchase Securities as principal. In such case Each sale of Securities to any Agent as principal shall be made in accordance with the purchasing terms of this Agreement and a Purchase Agreement, whether oral (and confirmed in writing by the Agent and the Issuer Company within 24 hours thereafter, which may set forth the terms of such purchase in a separate agreement (a "Purchase Agreement"be by facsimile or other electronic transmission) to be entered into between such Agent and the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree or in writing, any which will provide for the sale of such Securities to, and the purchase thereof by, such Agent. A Purchase Agreement or other written confirmation or communication transmitted may also specify certain provisions relating to the reoffering of such Securities by the purchasing such Agent. The commitment of any Agent to purchase Securities from the Issuer or, in Company as principal shall be deemed to have been made on the absence basis of a the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Purchase Agreement or other written confirmation or communication from shall specify the purchasing Agent, the oral agreement with respect to the principal amount and terms of the Securities to be purchased by an Agent, the time and date (each such time and date being referred to herein as a "Time of their offer Delivery") and sale evidenced by the offer communicated by the purchasing place of delivery of and payment for such Securities and such other information (as applicable) as is set forth in Exhibit B hereto. The Company agrees that if an Agent and accepted by the Issuerpurchases Securities as principal for resale, such Agent shall receive such compensation, in each case together with the provisions form of this a discount or otherwise, as shall be indicated in the applicable Purchase Agreement. To the extent described in the Prospectus, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities Agents may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such Agent may use utilize a selling or dealer groupgroup in connection with the resale of the Securities purchased. Such Agent may reallow Purchase Agreement shall also specify the requirements, if any, for delivery of opinions of counsel, accountants' letters and officers' certificates pursuant to any broker or dealer any portion of the discount or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this AgreementSection 5.

Purchases as Principal. From time Unless otherwise agreed to timeby a Distribution Agent and the Bank, any Bank Notes shall be purchased by the Distribution Agent may agree with the Issuer to purchase Securities from the Issuer as principal. In such case Such purchases shall be made in accordance with terms agreed upon by the purchasing Distribution Agent and the Issuer Bank including such information (as applicable) as is specified in Exhibit A hereto (which terms shall be agreed upon orally, and which may set forth the terms of such purchase or may not be confirmed in a separate agreement (a "Purchase Agreement") to be entered into between such Agent and the Issuer writing in the form attached hereto as of Exhibit C. Upon acceptance A, prepared by the Issuer of an offer to purchase Securities, unless the Issuer Distribution Agent and the purchasing Agent otherwise agree in writing, any such Purchase Agreement mailed or other written confirmation or communication transmitted by the purchasing Agent sent via facsimile transmission to the Issuer orBank) and, in the absence case of sales to Distribution Agents on a Purchase Agreement syndicated basis, a separate terms agreement substantially in the form of Exhibit H hereto or other agreement governing such purchase that is agreed to in writing by each Distribution Agent party thereto and the Bank. Any oral or written confirmation or communication from agreement entered into pursuant to the purchasing previous sentence, including any agreement in the form of Exhibit H hereof, is referred to herein as a “Terms Agreement”. The Distribution Agent, ’s commitment to purchase Bank Notes as principal shall be deemed to have been made on the oral agreement with respect basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth. Each purchase of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the IssuerBank Notes, in each case together with the provisions of this Agreementunless otherwise agreed, shall constitute an agreement between the purchasing Agent and the Issuer for the sale and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agent). In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that discount from the principal amount of each such Bank Note equivalent to the applicable commission set forth in Exhibit B hereto. The Distribution Agent may use a selling or dealer group. Such Agent may reallow to engage the services of any other broker or dealer in connection with the resale of the Bank Notes purchased as principal and may allow any portion of the discount or commission payable received in connection with such purchases from the Bank to such brokers and dealers. At the time of each purchase of Bank Notes by a Distribution Agent as principal, the Distribution Agent shall specify any requirements for the opinions of counsel, officers’ certificates and the accountant’s letter pursuant heretoto Sections 6(a), 6(b) and 6(d) hereof. A Purchase Agreement, The resale of any Bank Notes acquired by such Distribution Agent as principal shall be subject to all of the extent applicable selling restrictions set forth therein, may incorporate by reference specified provisions of this Agreementin Exhibit G hereto.

Purchases as Principal. From time to timeUnless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, any Notes shall be purchased by the relevant Agent may agree with the Issuer to purchase Securities from the Issuer or Agents as principal. In such case Such purchases shall be made in accordance with terms agreed upon by the purchasing related Agent or Agents and the Issuer may Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit D hereto and mailed, e-mailed or telecopied to the Company). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing substantially in the form of Exhibit D hereto, is referred to herein as a “Terms Agreement”. 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 terms applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the 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 Agents at the time of such purchase and as specified in a separate agreement (a "Purchase Agreement") to be entered into between the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent and shall specify the Issuer in the form attached hereto as Exhibit C. Upon acceptance by the Issuer of an offer to purchase Securities, unless the Issuer and the purchasing Agent otherwise agree in writing, any such Purchase Agreement or other written confirmation or communication transmitted by the purchasing Agent to the Issuer or, in the absence of a Purchase Agreement or other written confirmation or communication from the purchasing Agent, the oral agreement with respect to the terms of the Securities and of their offer and sale evidenced by the offer communicated by the purchasing Agent and accepted by the Issuer, in each case together with the provisions of this Agreement, shall constitute an agreement between the purchasing Agent and the Issuer requirements for the sale stand-off agreement, officers’ certificates, opinions of counsel and purchase of such Securities (whether or not any Purchase Agreement or other written confirmation or communication shall have been executed by the Issuer or the purchasing Agentcomfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. In connection with any resale of Securities so purchased, such Securities may be resold by such Agent at varying prices from time to time or at a fixed public offering price or that such An Agent may use a selling or dealer group. Such Agent may reallow to 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 reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or commission payable pursuant hereto. A Purchase Agreement, to the extent set forth therein, may incorporate by reference specified provisions of this Agreementdealers.