Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Company) is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Terms Agreement relating to a sale of Notes to the Agent, each Agent is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes.

Purchases as Principal. Each sale of Notes to an Agent one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent(s) shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent(s). Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionagreement) between the Agent one or more Agents and the Company) 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 Agentapplicable Agent(s). Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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 and the Guarantor herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased by each applicable Agent pursuant thereto, the Agentprice to be paid to the Company for such Notes (which, each Agent is authorized if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the 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 pursuant to such purchased. Unless expressly provided for in the Terms Agreement. In , no opinions, letters or certificates shall be delivered by the Company in connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts Notes to cause such brokers one or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notesmore Agents as principal.

Purchases as Principal. Each sale of Notes to an Agent or Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent or Agents shall otherwise agree) pursuant to a separate agreement which that will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent or Agents. Each such separate agreement (which may be an oral agreement if promptly confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmissionin writing as described below) between the an Agent or Agents and the Company) 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 Agentan Agent or Agents. Each such Terms Agreement, whether oral (and promptly confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B Annex I hereto and, if in writing, shall be substantially in the form of Annex I hereto. An Such Terms Agreement shall also specify the requirements, if any, for the opinions of counsel, letters of the Company’s independent registered public accountants and officer’s certificate pursuant to Sections 7(b), 7(c) and 7(d) hereof. Each Agent's ’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. Unless expressly prohibited Each purchase of Notes by the Company pursuant applicable Agents under the Program, unless otherwise agreed in the applicable Terms Agreement, shall be at a discount from the principal amount of each such Note equivalent to the Terms Agreement relating to a sale of Notes to the Agent, each applicable commission set forth in Schedule A hereto. Each Agent is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased pursuant purchased; provided, however, that such Agent shall obtain the prior written consent of the Company to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notesutilization.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree in writing) only pursuant to a separate agreement which will shall provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if agreement, confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including in writing which may be a facsimile transmission) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral oral, (and confirmed in writing, which confirmation may be by a facsimile transmission) ), or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale with an Agent shall specify the principal amount of Notes to be purchased by the AgentAgent pursuant thereto, each the price to be paid to the Company for such Notes (which shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto unless otherwise specified in an applicable Terms Agreement), the Settlement Time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by, purchasers acting together with the Agent is authorized to in the 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 purchased. The Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof and, if applicable, the period of time referred to in Section 4(g). With respect to any Notes purchased by an Agent as principal pursuant to a Terms Agreement that have not been resold by such Agent prior to the earlier of (i) the 90th day following the related Settlement Time and (ii) a date specified in an applicable Terms Agreement, such Agent agrees (and by entering into such Terms Agreement. In connection with Agreement shall be deemed to have reconfirmed such agreement) that upon receipt of written notice from the Company of its intention to bid for or purchase any brokers Notes or dealers whose services are engaged any security of the same class and series as the Notes or to take any other action, directly or indirectly, the taking of which would be proscribed by Regulation M under the 1934 Act (or any Agent with respect to successor or equivalent rule or regulation) during the offer or sale reoffering of the Notes, such Agent agrees will, and will cause any selling or dealer group utilized by it in connection with such reoffering to, cease reoffering such Notes for such period of time as the Company may deem necessary so that the action or actions proposed to be taken, directly or indirectly, by it will use its best efforts to cause may be taken in full compliance with such brokers Regulation (or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes.successor or equivalent rule or regulation). (c)

Purchases as Principal. Each sale of Notes to an Agent as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's Agent"s commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased pursuant thereto, the Agentmaturity date thereof, each the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes (the "Settlement Date") and any other relevant terms. An Agent is authorized to may utilize a selling or dealer group in connection with the resale of the Notes purchased purchased. Such Terms Agreement shall also specify any requirements for officers" certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms Sections 3 and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes4 hereof.

Purchases as Principal. Each sale of Notes to an Agent as ---------------------- principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased pursuant thereto, the Agentmaturity date thereof, each the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes (the "Settlement Date") and any other relevant terms. An Agent is authorized to may utilize a selling or dealer group in connection with the resale of the Notes purchased purchased. Such Terms Agreement shall also specify any requirements for officers' certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms Sections 3 and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes4 hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the such Agent and the Company) 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 applicable Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, Agreement shall be with respect to such information (as applicable) as is specified in substantially the form of Exhibit B hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased by such Agent pursuant thereto, the Agentprice to be paid to the Company for such Notes (which, each if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by purchasers acting together with such Agent is authorized to in the 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 purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the NotesSections 7(b), such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms 7(c) and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes7(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Company) is herein referred to as a "Terms Agreement." Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, writing shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company [and Disney] herein contained and shall be subject to the terms and conditions herein set forth. The Agents may offer the Notes they have purchased as principal to other dealers. The Agents may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Terms Agreement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Unless expressly prohibited otherwise specified in the applicable Terms Agreement, any Notes sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the Company pursuant principal amount thereof less a percentage equal to the Terms Agreement relating commission applicable to a any agency sale of Notes to the Agent, each Agent is authorized to utilize a selling or dealer group in connection with the resale Note of the Notes purchased pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notesidentical maturity.

Purchases as Principal. Each sale of Notes to an Agent one or more Agents as principal shall be made in accordance with the terms contained herein and (unless the Company and the applicable Agent or Agents shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such AgentAgent or Agents. Each such separate agreement (which may be an oral agreement if and confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 Agentone or more Agents. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B hereto. An Any Agent's commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth, except as may be provided in such Terms Agreement. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased by the AgentAgent or Agents pursuant thereto, each the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling engage the services of any broker or dealer group in connection with the resale of the Notes purchased pursuant to any such Terms AgreementAgreement and may reallow to any broker or dealer a portion of the discount or commission payable pursuant hereto. In connection with any brokers or dealers whose services are engaged by any Agent Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof, respectively, and with respect to the offer or sale of the Notesany stand-off agreement pursuant to Section 4(k) hereof, such Agent agrees that it will use its best efforts and with respect to cause such brokers or dealers any opinions pursuant to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the NotesSection 5(d) hereof.

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree in writing) only pursuant to a separate agreement which will shall provide for the sale of such Notes to, and the purchase and any reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement if agreement, confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including in writing which may be a facsimile transmission) between the an Agent and the Company) 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 an Agent. Each such Terms Agreement, whether oral oral, (and confirmed in writing, which confirmation may be by a facsimile transmission,) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. 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. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale with an Agent shall specify the principal amount of Notes to be purchased by the AgentAgent pursuant thereto, each the price to be paid to the Company for such Notes (which shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto unless otherwise specified in an applicable Terms Agreement), the Settlement Time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by, purchasers acting together with the Agent is authorized to in the 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 purchased. The Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof and, if applicable, the period of time referred to in Section 4(g). With respect to any Notes purchased by an Agent as principal pursuant to a Terms Agreement that have not been resold by such Agent prior to the earlier of (i) the 90th day following the related Settlement Time and (ii) a date specified in an applicable Terms Agreement, such Agent agrees (and by entering into such Terms Agreement. In connection with Agreement shall be deemed to have reconfirmed such agreement) that upon receipt of written notice from the Company of its intention to bid for or purchase any brokers Notes or dealers whose services are engaged any security of the same class and series as the Notes or to take any other action, directly or indirectly, the taking of which would be proscribed by Rule l0b-6 under the 1934 Act (or any Agent with respect to successor or equivalent rule or regulation) during the offer or sale reoffering of the Notes, such Agent agrees will, and will cause any selling or dealer group utilized by it in connection with such reoffering to, cease reoffering such Notes for such period of time as the Company may deem necessary so that the action or actions proposed to be taken, directly or indirectly, by it will use its best efforts to cause may be taken in full compliance with such brokers Rule (or dealers to comply with the terms and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes.successor or equivalent rule or regulation). (c)

Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein of this Agreement and pursuant to a separate agreement which will provide for the sale of such Notes to, to such Agent and the purchase and any reoffering re-offering thereof by, by such Agent. Each such separate agreement (which may initially be an oral agreement if agreement, to be subsequently confirmed within 24 hours thereafter by an exchange of any standard form of written telecommunication (including facsimile transmission) between the Agent and the Companyin writing) 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 an Agent. Each such Terms Agreement, whether oral (and confirmed in writing, which confirmation may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit B A hereto. An Agent's ’s commitment to purchase Notes pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless expressly prohibited by the Company pursuant to the Each Terms Agreement relating to a sale shall specify the principal amount of Notes to be purchased pursuant thereto, the Agentmaturity date thereof, each the price to be paid to the Company for such Notes, the time and place of delivery of and payment for such Notes (the “Settlement Date”) and any other relevant terms. An Agent is authorized to may utilize a selling or dealer group in connection with the resale of the Notes purchased purchased. Such Terms Agreement shall also specify any requirements for officers’ certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to such Terms Agreement. In connection with any brokers or dealers whose services are engaged by any Agent with respect to the offer or sale of the Notes, such Agent agrees that it will use its best efforts to cause such brokers or dealers to comply with the terms Sections 3 and provisions of this Agreement, the applicable provisions of the 1933 Act and the 1934 Act and the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of the National Association of Securities Dealers, Inc. and the applicable rules of any securities exchange having jurisdiction over the offering of the Notes4 hereof.