Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Unless 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, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent or Agents and the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant 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”. An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the 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 the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and pursuant to a separate agreement which will provide for the relevant Agent or Agents sale of such Notes to, and the Company purchase and reoffering thereof by, such Agent. Each such separate agreement (which terms may be an oral agreement and confirmed in writing as described below between the applicable 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 agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)applicable Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit B hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreementforth. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, Terms Agreement shall be at a discount from specify the principal amount of each such Note as agreed Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company and the Agents at for such Notes, the time and place of delivery of and payment for such purchase Notes and such other provisions (including further terms of the Notes) as specified in the applicable may be mutually agreed upon. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and counsel, comfort letter and stand-off agreement pursuant to Sections 4(d), 7(b), 7(c), 7(d) and 7(d) 4(j), respectively, hereof. An In addition, the applicable Agent may is authorized to engage the services of any broker or dealer in connection with the offer or sale of Notes it which such Agent has purchased from the Company as principal for resale principal. The applicable Agent may sell such Notes to investors and other purchasers, and may reallow any broker or dealer at a price that includes all or any portion of the discount to be received in connection with by such purchases Agent from the Company to such brokers or dealersCompany.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement (which may be an oral agreement) between such Agent and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)such Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Such Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. 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 equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificates' certificate, opinions of counsel and comfort letter pursuant to Sections 4(d8(b), 7(b), 7(c8(c) and 7(d8(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and pursuant to a separate agreement which will provide for the relevant Agent or Agents sale of such Notes to, and the Company purchase and reoffering thereof by, such Agent. Each such separate agreement (which terms may be an oral agreement and confirmed in writing as described below between the applicable 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 agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)applicable Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit B hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreementforth. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, Terms Agreement shall be at a discount from specify the principal amount of each such Note as agreed Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company and the Agents at for such Notes, the time and place of delivery of and payment for such purchase Notes and such other provisions (including further terms of the Notes) as specified in the applicable may be mutually agreed upon. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and counsel, comfort letter and stand-off agreement pursuant to Sections 4(d), 7(b), 7(c), 7(d) and 7(d) 4(j), respectively, hereof. An In addition, the applicable Agent may is authorized to engage the services of any broker or dealer in connection with the offer or sale of Notes it which such Agent has purchased from the Company as principal for resale principal. The applicable Agent may sell such Notes to investors and other purchasers, and may reallow any broker or dealer at all or any portion of the discount to be received in connection with by such purchases Agent from the Company to such brokers or dealersCompany.

Purchases as Principal. Unless otherwise agreed by the relevant an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant such Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent one or more Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms shall specified in Exhibit A hereto and may be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant such Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied sent by telecopier to the Company, in each case, with such changes agreed to by the Company and the relevant 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”. An Agent’s '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 forth. Unless the applicable Terms context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent The Agents may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow all or allow any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes by one or dealersmore Agents as principal, the Company and such Agent or Agents shall agree and specify orally, confirmed in writing, whether any stand-off provision (as referred to in Section 4(l) hereof) or any officers' certificate, opinion of counsel or comfort letter (such as those referred to in Sections 7(b), 7(c) and 7(d) hereof) will be required.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases ---------------------- principal shall be made in accordance with the terms agreed upon contained herein and, if requested by the relevant applicable Agent, pursuant to a separate agreement which will provide for the sale of the Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement) between an Agent or Agents and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any Terms Agreement between the Company and the relevant Agents)any Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with the applicable Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At shall also specify whether or not any of the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and or comfort letter pursuant to specified in Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage hereof shall be required to be delivered by the services of any broker or dealer Company 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 dealerstherewith.

Purchases as Principal. Unless otherwise agreed by Each sale of Notes to the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement, if confirmed in writing by facsimile transmission or otherwise) between the relevant Agent or Agents and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An The Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with the Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Every sale of Notes to any Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon of this Agreement and a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (a “Terms Agreement”), if with Bear ▇▇▇▇▇▇▇ only, may take the form of a term sheet issued by the relevant Agent Company whose terms are orally confirmed by Bear ▇▇▇▇▇▇▇, or may be made in accordance with the terms of a separate written agreement to be entered into between Bear ▇▇▇▇▇▇▇ and/or the other Agents and the Company (which terms shall be agreed upon either in writing Company, substantially in the form of Exhibit C hereto D hereto, or orally with written confirmation prepared by the relevant Agent or Agents substantially in the such other form of Exhibit C hereto and mailed, emailed or telecopied to as the Company, in each case, with such changes agreed to by Bear ▇▇▇▇▇▇▇ and/or the Company and the relevant Agents)other Agents agree. Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. An Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Such Terms Agreement shall be expressly limited by its terms to the applicable Terms Agreementtransaction for which it was executed. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Exhibit B hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An The Agent may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or allow any portion of the discount received in connection with such purchases purchase from the Company to such brokers or and dealers. At such time, Bear ▇▇▇▇▇▇▇, as Lead Agent, in its sole discretion, shall specify the requirements for the delivery of certificates, letters and opinions as are set forth in Section 6 hereof.

Purchases as Principal. Unless otherwise agreed by Each Dealer may purchase Notes from the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents Corporation as principal. Such purchases Each sale of Notes to a Dealer as principal shall be made in accordance with the terms agreed upon by contained herein and, if the relevant Agent or Agents Corporation and such Dealer shall agree, pursuant to a separate agreement providing for the sale of such Notes to, and the Company purchase and reoffering thereof by, such Dealer. Each such separate agreement (which terms may be an oral agreement) between such Dealer and the Corporation is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in deemed to include any applicable Terms Agreement between the form of Exhibit C hereto Corporation and such Dealer. Each such Terms Agreement, whether oral or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein may address the information as a “Terms Agreement”specified in Exhibit B hereto as well as any other relevant matters. An Agent’s Such Dealer'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 Corporation and Guarantor herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreementforth. 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 Terms Agreement may specify the principal amount of each Notes to be purchased by such Note as agreed by Dealer pursuant thereto, the Company and price to be paid to the Agents at Corporation for such Notes, the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Dealer in the applicable reoffering of the Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Dealer may utilize a selling or dealer group in connection with the resale of the Notes purchased. Each Terms Agreement and Pricing Supplement. At the time may also specify any requirements with respect to delivery of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ ' certificates, opinions of counsel and comfort letter pursuant as may be agreed to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage by 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 dealersparties thereto.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement, if confirmed in writing by the relevant facsimile transmission or otherwise) between an Agent or Agents and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)an Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with the Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Agent or The Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, have no obligation to purchase Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent or Agents and , whether from the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailedotherwise, emailed or telecopied to the Company, in each case, with such changes agreed to by unless the Company and the relevant Agents)applicable Agent(s) agree as set forth below. Any agreement entered The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into pursuant to the previous sentencea separate Terms Agreement (each, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”), which, if requested by such Agent, will be in writing. An Agent’s commitment to purchase Notes as principal Each such Terms Agreement shall be deemed with respect 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 such information (as applicable) set forth in Annex I hereto. References herein to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and the any applicable Terms Agreement. Each purchase Terms Agreement shall specify the applicable Agent(s), the principal amount of NotesNotes to be purchased by each such Agent pursuant thereto, unless otherwise agreed by the price to be paid to the Company and the Agents and for such Notes (which, if not so specified in the applicable Pricing Supplementsuch Terms Agreement, 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 equivalent to the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(dcommission set forth in Schedule A hereto), 7(b)the Settlement Date (as defined below) for such Notes and such other provisions (including, 7(cbut not limited to, further terms of the Notes) and 7(d) hereofas may be mutually agreed upon. An Each Agent may engage the services of any broker is authorized to utilize a selling or dealer group in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groups. Such Terms Agreement shall also specify whether or not any of the officer’s certificates, opinions of counsel, and accountant’s comfort letter pursuant to Sections 3(o), 3(p) and 3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If the Company and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Company 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, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such brokers amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangement shall 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 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 paragraph 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 Terms Agreement, either the nondefaulting Agents or dealersthe Company 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, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Unless otherwise agreed by the relevant an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent one or more Agents as principal. Such purchases shall be made principal in accordance with terms agreed upon by the relevant such Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms shall specified in EXHIBIT A hereto and be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant such Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied mailed to the Company, in each case, with such changes agreed to by the Company and the relevant 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”. An Agent’s '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 forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreementagreement of one or more Agents to purchase Notes Banc One Capital Markets, Inc. Chase Securities Inc. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated from the Company as principal. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent The Agents may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow allow all or any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes by one or dealersmore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificate, opinions of counsel and comfort letter pursuant to Sections 4(k), 7(b), 7(c) and 7(d) hereof.

Purchases as Principal. Unless 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, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant related Agent or Agents and the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C D hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C D hereto and mailed, emailed e-mailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writingwriting substantially in the form of Exhibit D hereto, is referred to herein as a “Terms Agreement”. An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the 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 the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market stand-off agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal ---------------------- shall be made in accordance with the terms agreed upon contained herein and, if requested by the relevant applicable Agent, pursuant to a separate agreement which will provide for the sale of the Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement) between an Agent or Agents and the Company (which terms is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any Terms Agreement between the Company and the relevant Agents)any Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with the applicable Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At shall also specify whether or not any of the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and or comfort letter pursuant to specified in Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage hereof shall be required to be delivered by the services of any broker or dealer Company 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 dealerstherewith.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement (which may be an oral agreement) between such Agent and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)applicable Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificates' certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement (which may be an oral agreement) between an Agent and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any applicable Terms Agreement between the Company and the relevant Agents)an Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by an Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. An Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed Notes purchased from the Operating Partnership by the relevant Agent Agents, individually or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Companysyndicate, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with terms agreed upon by the relevant between such Agent or Agents and the Company Operating Partnership (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant such Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied mailed to the Company, in each case, with such changes agreed to by the Company and the relevant AgentsOperating Partnership). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, 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 Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth and forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreementagreement of one or more Agents to purchase Notes from the Operating Partnership as principal. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent The Agents may engage the services of any broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow allow all or any portion of the discount received from the Operating Partnership in connection with such purchases from the Company to such brokers or dealers. At the time of each purchase of Notes from the Operating Partnership by one or more Agents as principal, such Agent or Agents shall specify the requirements for the officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. If the Operating Partnership and two or more Agents enter into an agreement pursuant to which such Agents agree to purchase Notes from the Operating Partnership 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 Defaulted Notes in such amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Notes does not exceed 10% of the aggregate principal amount of Notes to be so purchased by 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 (b) 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 agreement shall terminate without liability on the part of any nondefaulting Agent. No action taken pursuant to this paragraph 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 Operating Partnership 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. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases ---------------------- principal shall be made in accordance with the terms agreed upon by contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between the relevant Agent or Agents and the Company (which terms shall be agreed upon either in writing substantially in Company) is herein referred to as a "Terms Agreement". Unless the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailedcontext otherwise requires, emailed or telecopied each reference contained herein to the Company"this Agreement" shall, in each case, with such changes agreed to by as between the Company and the relevant Agents)Agent that is party to a Terms Agreement, be deemed to include any applicable Terms Agreement between the Company and such Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement (and confirmed in writing, which may be by facsimile transmission sent by the Company to the applicable Agent) or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company contained herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreementherein. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, Terms Agreement shall be at a discount from specify the principal amount of each Notes to be purchased by an Agent pursuant thereto, the price to be paid to the Company for such Note Notes, the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Unless expressly authorized by the Company and pursuant to the Agents at Terms Agreement, no Agent is authorized to utilize a selling or dealer group in connection with the time resale of such purchase and as specified in the applicable Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreementany opinion of counsel, officers’ certificates, opinions of counsel and officer's certificate or comfort letter pursuant to Sections 4(d)be delivered by, 7(b)or on behalf of, 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealersCompany.

Purchases as Principal. Unless otherwise agreed by the relevant Agent Each sale of Notes to one or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or more Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon contained herein and, if requested by such Agent, pursuant to a separate agreement which will provide for the relevant 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) between one or more Agents and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any Terms Agreement between the Company and the relevant one or more Agents). Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by each Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount applicable commission set forth in Schedule A hereto), the time and place of each delivery of and payment for such Note Notes, any provisions relating to rights of, and default by purchasers acting together with the Agents in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased by the Company and the Agents at the time of such purchase and as specified in the applicable Agents. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificateswhether or not any officer's certificate, opinions of counsel and or comfort letter pursuant to specified in Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from hereof shall be required to be delivered by the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of on the discount received in connection with such purchases from the Company to such brokers or dealersrelated Settlement Date.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal ---------------------- shall be made in accordance with the terms agreed upon contained herein and, if requested by the relevant applicable Agent, pursuant to a separate agreement which will provide for the sale of the Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement) between an Agent or Agents and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied deemed to the Company, in each case, with such changes agreed to by include any Terms Agreement between the Company and the relevant Agents)any Agent. Any agreement entered into pursuant to the previous sentenceEach such Terms Agreement, including any whether oral agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with the applicable Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agents may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At shall also specify whether or not any of the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and or comfort letter pursuant to specified in Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage hereof shall be required to be delivered by the services of any broker or dealer Company 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 dealerstherewith.

Purchases as Principal. Unless otherwise agreed by the relevant an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant such Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent one or more Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms shall specified in Exhibit A hereto and may be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant such Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied sent by telecopier to the Company, in each case, with such changes agreed to by the Company and the relevant 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”. An Agent’s '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 forth. Unless the applicable Terms context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent The Agents may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow all or allow any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes by one or dealersmore Agents as principal, the Company and such Agent or Agents shall agree and specify orally, confirmed in writing, whether any stand-off provision (as referred to in Section 4(m) hereof) or any officers' certificate, opinion of counsel or comfort letter (such as those referred to in Sections 7(b), 7(c) and 7(d) hereof) will be required.

Purchases as Principal. Unless otherwise agreed by the relevant Agent or The Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, have no obligation to purchase Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent or Agents and , whether from the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailedotherwise, emailed or telecopied to the Company, in each case, with such changes agreed to by unless the Company and the relevant Agents)applicable Agent(s) agree as set forth below. Any agreement entered The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into pursuant to the previous sentencea separate Terms Agreement (each, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”), which, if requested by such Agent, will be in writing. An Agent’s commitment to purchase Notes as principal Each such Terms Agreement shall be deemed with respect 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 such information (as applicable) set forth in Annex I hereto. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this Agreement and the any applicable Terms Agreement. Each purchase Terms Agreement shall specify the applicable Agent(s), the principal amount of NotesNotes to be purchased by each such Agent pursuant thereto, unless otherwise agreed by the price to be paid to the Company and the Agents and for such Notes (which, if not so specified in the applicable Pricing Supplementsuch Terms Agreement, 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 equivalent to the applicable Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(dcommission set forth in Schedule A hereto), 7(b)the Settlement Date (as defined below) for such Notes and such other provisions (including, 7(cbut not limited to, further terms of the Notes) and 7(d) hereofas may be mutually agreed upon. An Each Agent may engage the services of any broker is authorized to utilize a selling or dealer group in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groups. Such Terms Agreement shall also specify whether or not any of the officer’s certificates, opinions of counsel, and accountant’s comfort letter pursuant to Sections 3(o), 3(p) and 3(q), respectively, hereof shall be required to be delivered by the Company on the related Settlement Date. If the Company and two or more Agents enter into a Terms Agreement pursuant to which such Agents agree to purchase Notes from the Company 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, reasonably acceptable to the Company, to purchase all, but not less than all, of the Defaulted Notes in such brokers amounts as may be agreed upon and upon the terms herein set forth; provided, however, that if no such arrangement shall 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 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 paragraph 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 Terms Agreement, either the nondefaulting Agents or dealersthe Company 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, the General Disclosure Package or the Prospectus or in any other documents or arrangements.

Purchases as Principal. Unless otherwise agreed by Each sale of Notes to the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by the relevant Agent or Agents contained herein and the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by unless the Company and the relevant Agents). Any agreement entered into Agent shall otherwise agree) pursuant to a separate agreement which will provide for the previous sentencesale of such Notes to, including and the purchase and reoffering thereof by, the Agent. Each such separate agreement (which may be an oral agreement) 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 agreement confirmed or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in Exhibit A hereto. An The Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with the Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. The Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificates' certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement between such Agent and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Terms Agreement shall be in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant 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”B hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, shall be at a discount from equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificates' certificate, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Agent or Agents (who shall be the lead manager(s) in the case Each sale of a syndicated issue) and the Company, Notes shall be purchased by the relevant to an Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such Agent or Agents shall otherwise agree) pursuant to a separate agreement 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 Company (which terms is herein referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained herein to “this Agreement” shall be agreed upon either 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 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 of Exhibit C hereto or orally with written confirmation prepared by Annex I hereto. Such Terms Agreement shall also specify the relevant Agent or Agents substantially in requirements, if any, for the form opinions of Exhibit C hereto and mailedcounsel, emailed or telecopied to letters of the Company, in each case, with such changes agreed to by the Company ’s independent registered public accountants and the relevant Agents). Any agreement entered into officer’s certificate pursuant to the previous sentenceSections 7(b), including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”7(c) and 7(d) hereof. An Each Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement (or otherwise) shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each purchase of Notes by the applicable Agents under the MTN Program, unless otherwise agreed in the 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 equivalent to the applicable commission set forth in Schedule A hereto. Each purchase of Notes by the Company and CoreNotes® Agent under the Agents at the time of such purchase and as specified CoreNotes® Program, unless otherwise agreed in the applicable Terms Agreement and Pricing Supplement. At Agreement, shall be at a discount from the time principal amount of each purchase of Notes by an such Note equivalent to the applicable commission set forth in Schedule B hereto. Each Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant is authorized to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent may engage the services of any broker utilize a selling or dealer group in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with Notes purchased; provided, however, that such purchases from Agent shall obtain the prior written consent of the Company to such brokers or dealersutilization.

Purchases as Principal. Unless otherwise agreed Securities purchased from the Company by the relevant Purchasing Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with terms agreed upon by between the relevant Purchasing Agent or Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant Purchasing Agent and provided to the Company by mail or Agents substantially as set forth in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant AgentsProcedures (as defined below). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. An The Purchasing Agent’s commitment to purchase Notes Securities 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 forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable Terms Agreementagreement of the Purchasing Agent to purchase Securities from the Company as principal. Each purchase of NotesSecurities, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule I hereto. At Subject to Section 1, the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Purchasing Agent may engage the services of any broker or dealer in connection with the offer or sale resale of Notes the Securities purchased by it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow or allow all or any portion of the discount received by it in connection with such purchases to any broker or dealer. Pursuant to Sections 4(n), 4(o) and 4(p) hereof, at the time of each purchase of Securities from the Company to such brokers by the Purchasing Agent as principal, the Purchasing Agent may request delivery of a certificate, opinion of counsel or dealerscomfort letter, respectively.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and pursuant to a separate agreement which will provide for the relevant Agent or Agents sale of such Notes to, and the Company purchase and reoffering thereof by, such Agent. Each such separate agreement (which terms shall may be agreed upon either an oral agreement and confirmed in writing substantially in as described below between the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailedapplicable Agent, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Agents)Guarantor) is herein referred to as a "Terms Agreement". Any agreement entered into pursuant Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the previous sentenceCompany, including any the Guarantor and the applicable Agent. Each such Terms Agreement, whether oral agreement (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is referred to herein as a “Terms Agreement”specified in EXHIBIT B hereto. An Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth and the applicable Terms Agreementforth. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplement, Terms Agreement shall be at a discount from specify the principal amount of each such Note as agreed Notes to be purchased by the applicable Agent pursuant thereto, the price to be paid to the Company and the Agents at for such Notes, the time and place of delivery of and payment for such purchase Notes and such other provisions (including further terms of the Notes) as specified in the applicable may be mutually agreed upon. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatesofficer's certificate, opinions of counsel and counsel, comfort letter and stand-off agreement pursuant to Sections 4(d), 7(b), 7(c) ), 7(d), and 7(d) 4(j), respectively, hereof. An In addition, the applicable Agent may is authorized to engage the services of any broker or dealer in connection with the offer or sale of Notes it which such Agent has purchased from the Company as principal for resale principal. The applicable Agent may sell such Notes to investors and other purchasers, and may reallow any broker or dealer at all or any portion of the discount to be received in connection with by such purchases Agent from the Company to such brokers or dealersCompany.

Purchases as Principal. Unless otherwise agreed Each tranche of Notes purchased from the Company by the relevant Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms of this Agreement and a separate agreement to be completed and agreed upon by the relevant Agent or Agents orally and the Company (which terms shall be agreed upon either promptly thereafter memorialized in writing (including by e-mail or facsimile transmission), substantially in the form of Exhibit C hereto or orally with written confirmation prepared A hereto, by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company. Each such separate agreement is herein referred to as a "Terms Agreement". Each Terms Agreement shall specify any additional requests of the Agent for the delivery of an officers' certificate, opinion of counsel and/or comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof, respectively, in each case, connection with the purchase of such changes agreed to by the Company and the relevant Agents)Notes. Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. An The Agent’s 's commitment to purchase Notes as principal as set forth in 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 and forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Terms Agreement. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An The Agent may engage the services of any broker or dealer in connection with the offer or sale resale of the Notes purchased by it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow or allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers any broker or dealersdealer. Each date of delivery of and payment for Notes pursuant to a Terms Agreement is referred to herein as a "Settlement Date".

Purchases as Principal. Unless otherwise agreed by the relevant an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant such Agent or Agents as principal. Such purchases shall be made in accordance with terms agreed upon by the relevant Agent one or more Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms shall specified in Exhibit A hereto and be agreed upon either in writing substantially in the form of Exhibit C hereto or orally orally, with written confirmation prepared by the relevant such Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied mailed to the Company, in each case, with such changes agreed to by the Company and the relevant 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”. An Agent’s '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 and U S WEST herein contained and shall be subject to the terms and conditions herein set forth and forth. Unless the applicable Terms context otherwise requires, references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed by the Company and the Agents and specified in the applicable Pricing Supplementagreed, 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 equivalent to the applicable Terms Agreement and Pricing Supplementcommission set forth in Schedule A hereto for a Note of identical maturity. At the time of each purchase of Notes by an Agent as principal, such Agent shall specify the requirements for the clear market agreement, officers’ certificates, opinions of counsel and comfort letter pursuant to Sections 4(d), 7(b), 7(c) and 7(d) hereof. An Agent The Agents may engage the services of any other broker or dealer in connection with the offer or sale resale of the Notes it has purchased from the Company by them as principal for resale to investors and other purchasers, and may reallow all or allow any portion of the discount received in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes by one or dealersmore Agents as principal, such Agent or Agents shall specify the requirements for the stand-off agreement, officers' certificates, opinions of counsel and comfort letter pursuant to Sections 4(h), 8(b), 8(c) and 8(d) hereof.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement (which may be an oral agreement) between such Agent and the Company (which terms is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be agreed upon either deemed to include any applicable Terms Agreement between the Company and such Agent. Each such Terms Agreement, whether oral or in writing substantially writing, shall be with respect to such information (as applicable) as is specified in the form of Terms Agreement attached as Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Agents)A hereto. Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is referred to herein as a “Terms Agreement”. An Such Agent’s 's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. 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 equivalent to the principal amount of each such Note applicable commission as agreed upon by the Company and the Agents at Agents), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by, purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreementopinions of counsel, officers’ certificates, opinions of counsel ' certificate and comfort letter pursuant to Sections 4(d5(c), 7(b5(d), 7(c5(e) and 7(d5(f) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.

Purchases as Principal. Unless otherwise agreed by the relevant Each sale of Notes to an Agent or Agents (who shall be the lead manager(s) in the case of a syndicated issue) and the Company, Notes shall be purchased by the relevant Agent or Agents as principal. Such purchases principal shall be made in accordance with the terms agreed upon by contained herein and (unless the relevant Company and such 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. Each such separate agreement (which may be an oral agreement) between such Agent and the Company (which terms shall be agreed upon either in writing substantially in the form of Exhibit C hereto or orally with written confirmation prepared by the relevant Agent or Agents substantially in the form of Exhibit C hereto and mailed, emailed or telecopied to the Company, in each case, with such changes agreed to by the Company and the relevant Agents). Any agreement entered into pursuant to the previous sentence, including any oral agreement confirmed in writing, is herein referred to herein as a “Terms Agreement”. An 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 such Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. Such Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth and forth. Each Terms Agreement shall specify the applicable principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement. 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 equivalent to the principal amount of each such Note as agreed by the Company and the Agents at applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such purchase Notes, any provisions relating to rights of, and as specified default by purchasers acting together with such Agent in the applicable reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Such Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement and Pricing Supplement. At the time of each purchase of Notes by an Agent as principal, such Agent shall also specify the requirements for the clear market agreement, officers’ certificatescertificate, opinions of counsel and comfort letter pursuant to Sections 4(d8(b), 7(b), 7(c8(c) and 7(d8(d) hereof. An Agent may engage the services of any broker or dealer in connection with the offer or sale of Notes it has purchased from the Company as principal for resale to investors and other purchasers, and may reallow all or any portion of the discount received in connection with such purchases from the Company to such brokers or dealers.