Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. The Agents shall have no obligation to purchase Notes as principal, whether from the Company or otherwise, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from 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 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:

Purchases as Principal. The Unless otherwise agreed by an Agent and the Company, Notes shall be purchased by such Agent as principal. Such purchases shall be made in accordance with terms agreed upon by one or more Agents shall have no obligation and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and may be agreed upon orally, with written confirmation prepared by such Agent or Agents and sent by telecopier to the Company). An Agent's commitment to purchase Notes as principalprincipal 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 the context otherwise requires, whether references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company or otherwiseas principal. Each purchase of Notes, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementotherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the Settlement Date (as defined below) for such Notes and such services of any other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases from the Company to such selling brokers and dealers. At the time of each purchase of Notes by one or dealer groups. Such Terms Agreement shall also specify whether or not any of the officer’s certificatesmore Agents as principal, 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 such Agent 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 agree and specify orally, confirmed in writing, whether any stand-off provision (as referred to purchase the Notes which it in Section 4(m) hereof) or they are obligated any officers' certificate, opinion of counsel or comfort letter (such as those referred to purchase (the “Defaulted Notes”in Sections 7(b), 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 amounts as may 7(c) and 7(d) hereof) will 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:required.

Purchases as Principal. The Agents shall have no obligation to purchase Each sale of Notes as principal, whether from the Company or otherwise, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into 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 reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement and confirmed in writing as described below between the applicable Agent, the Company and the Guarantor) 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 (eachbetween the Company, a “Terms Agreement”), which, if requested by such the Guarantor and the applicable Agent, will be in writing. Each such Terms Agreement Agreement, whether oral (and confirmed in writing, which may be by facsimile transmission) or in writing, shall be with respect to such information (as applicable) set forth as is specified in Annex I EXHIBIT B hereto. References 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 and the Guarantor herein contained and shall be subject to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement the terms and any applicable Terms Agreementconditions herein set forth. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such the applicable Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the Settlement Date (as defined below) time and place of delivery of and payment for such Notes and such other provisions (including, but not limited to, including further terms of the Notes) as may be mutually agreed upon. Each Such Terms Agreement shall also specify the requirements for the officer's certificate, opinions of counsel, comfort letter and stand-off agreement pursuant to Sections 7(b), 7(c), 7(d), and 4(j), respectively, hereof. In addition, the applicable Agent is authorized to utilize a selling engage the services of any broker or dealer group in connection with the resale offer or sale of the Notes which such Agent has purchased by them as principal and principal. The applicable Agent may allow sell such Notes to any broker or dealer at all or any portion of the discount to be received by such Agent 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 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:.

Purchases as Principal. The Unless otherwise agreed by an Agent and the Company, Notes shall be purchased by such Agent as principal. Such purchases shall be made in accordance with terms agreed upon by one or more Agents shall have no obligation and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and may be agreed upon orally, with written confirmation prepared by such Agent or Agents and sent by telecopier to the Company). An Agent's commitment to purchase Notes as principalprincipal 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 the context otherwise requires, whether references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company or otherwiseas principal. Each purchase of Notes, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementotherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the Settlement Date (as defined below) for such Notes and such services of any other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases from the Company to such selling brokers and dealers. At the time of each purchase of Notes by one or dealer groups. Such Terms Agreement shall also specify whether or not any of the officer’s certificatesmore Agents as principal, 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 such Agent 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 agree and specify orally, confirmed in writing, whether any stand-off provision (as referred to purchase the Notes which it in Section 4(l) hereof) or they are obligated any officers' certificate, opinion of counsel or comfort letter (such as those referred to purchase (the “Defaulted Notes”in Sections 7(b), 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 amounts as may 7(c) and 7(d) hereof) will 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:required.

Purchases as Principal. The Agents shall have no obligation to purchase Each tranche of Notes as principal, whether purchased from the Company or otherwise, unless by the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into shall be made in accordance with the terms of this Agreement and a separate Terms Agreement agreement to be completed and agreed upon orally and promptly thereafter memorialized in writing (each, a “Terms Agreement”including by e-mail or facsimile transmission), whichsubstantially in form of Exhibit A hereto, if requested by such Agent, will be in writingthe Agent and the Company. Each such Terms Agreement shall be with respect separate agreement is herein referred to 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 any applicable 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 connection with the purchase of such Notes. The Agent'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. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreement. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agent may engage the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms services of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling any broker or dealer group in connection with the resale of the Notes purchased by them it as principal and may or allow all or any portion of the discount received from the Company by it in connection with such purchases to such selling any broker or dealer groupsdealer. Such Terms Agreement shall also specify whether or not any Each date of the officer’s certificates, opinions delivery of counsel, and accountant’s comfort letter payment for Notes 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 is referred to which such Agents agree to purchase Notes from the Company herein as principal and one or more of such Agents shall fail at the a "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 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:Date".

Purchases as Principal. The Unless otherwise agreed by an Agent and the Company, Notes shall be purchased by such Agent as principal. Such purchases shall be made in accordance with terms agreed upon by one or more Agents shall have no obligation and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Company). An Agent's commitment to purchase Notes as principalprincipal 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. Unless the context otherwise requires, whether references herein to "this Agreement" shall include the agreement of one or more Agents to purchase Notes from the Company or otherwiseas principal. Each purchase of Notes, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementotherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), hereto for a Note of identical maturity. The Agents may engage the Settlement Date (as defined below) for such Notes and such services of any other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases from the Company to such selling brokers and dealers. At the time of each purchase of Notes by one or dealer groups. Such Terms Agreement more Agents as principal, such Agent or Agents shall also specify whether or not any of the officer’s requirements for the stand-off agreement, officers' certificates, opinions of counsel, counsel and accountant’s comfort letter pursuant to Sections 3(o4(h), 3(p8(b), 8(c) 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 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:8(d) hereof.

Purchases as Principal. Unless otherwise agreed by the Purchasing Agent and the Company, Notes purchased from the Company by the Purchasing Agent as principal shall be made in accordance with terms agreed upon by the Purchasing Agent 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 orally, with written confirmation prepared by the Purchasing Agent and delivered to the Company). The Agents shall have no obligation Purchasing Agent’s commitment to purchase Notes as principal, whether from principal shall be deemed to have been made on the basis of the representations and warranties of the Company or otherwise, unless the Company herein contained and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect subject to such information (as applicable) the terms and conditions herein set forth in Annex I heretoforth. References Unless the context otherwise requires, references herein to “this Agreement” or shall include the applicable agreement of the Purchasing Agent to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreementpurchase Notes from the Company as principal. Each Terms Agreement shall specify the applicable Agent(s)purchase of Notes, the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Purchasing Agent may engage the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms services of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling any broker or dealer group in connection with the resale of the Notes purchased by them it as principal and may allow all or any portion of the discount received from the Company by it in connection with such purchases from the Company to such selling broker or dealer groupsdealer. Such Terms Agreement At the time of each purchase of Notes from the Company by the Purchasing Agent as principal, the Purchasing Agent shall also specify whether or not any of the requirements for the officer’s certificatescertificate, opinions opinion of counsel, counsel and accountant’s comfort letter pursuant to Sections 3(o7(b), 3(p7(c) 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 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:7(d) hereof.

Purchases as Principal. The Agents shall have no obligation to purchase Notes as principal, whether Securities purchased from the Company or otherwiseby the Purchasing Agent as principal shall be made in accordance with terms agreed upon between the Purchasing Agent 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 orally, with written confirmation prepared by the Purchasing Agent and provided to the Company and the applicable Agent(s) agree by mail or as set forth in the Procedures (as defined below). The Company agrees that whenever it determines Purchasing Agent’s commitment to sell Notes directly to an Agent purchase Securities as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect deemed to such information (as applicable) 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 in Annex I heretoforth. References Unless the context otherwise requires, references herein to “this Agreement” or shall include the applicable agreement of the Purchasing Agent to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and any applicable Terms Agreementpurchase Securities from the Company as principal. Each Terms Agreement shall specify the applicable Agent(s)purchase of Securities, the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementunless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A I hereto). Subject to Section 1, the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms Purchasing Agent may engage the services of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling any broker or dealer group in connection with the resale of the Notes Securities purchased by them it as principal and may or allow all or any portion of the discount received from the Company by it in connection with such purchases to such selling any broker or dealer groupsdealer. Such Terms Agreement shall also specify whether or not any of the officer’s certificates, opinions of counsel, and accountant’s comfort letter pursuant Pursuant to Sections 3(o4(n), 3(p4(o) and 3(q)4(p) hereof, respectively, hereof shall be required to be delivered by at 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 time of each purchase Notes of Securities from the Company by the Purchasing Agent as principal and one principal, the Purchasing Agent may request delivery of a certificate, opinion of counsel 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”)comfort letter, 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 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:respectively.

Purchases as Principal. The Agents Each sale of Notes to an Agent as principal shall have no obligation to purchase Notes as principal, whether from be made in accordance with the terms contained herein and (unless the Company or otherwiseand such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, unless 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 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(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement Agreement, whether oral or in writing, shall be with respect to such information (as applicable) set forth as is specified in Annex I Exhibit A hereto. References 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 “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement the terms and any applicable Terms Agreementconditions herein set forth. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) time and place of delivery of and payment for such Notes Notes, any provisions relating to rights of, and default by purchasers acting together with such Agent in the reoffering of the Notes, and such other provisions (including, but not limited to, including further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to may utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groupspurchased. Such Terms Agreement shall also specify whether or not any of the officer’s certificatesrequirements for the officers' certificate, opinions of counsel, counsel and accountant’s comfort letter pursuant to Sections 3(o7(b), 3(p7(c) 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 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:7(d) hereof.

Purchases as Principal. The Agents shall have no obligation to purchase Notes as principal, whether from the Company or otherwise, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) for such Notes and such other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from 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 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:

Purchases as Principal. The Agents Each Dealer may purchase Notes from the Corporation as principal. Each sale of Notes to a Dealer as principal shall have no obligation be made in accordance with the terms contained herein and, if the Corporation and such Dealer shall agree, pursuant to a separate agreement providing for the sale of such Notes to, and the purchase and reoffering thereof by, such Dealer. Each such separate agreement (which 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 deemed to include any applicable Terms Agreement between the Corporation and such Dealer. Each such Terms Agreement, whether oral or in writing, may address the information as specified in Exhibit B hereto as well as any other relevant matters. Such Dealer's commitment to purchase Notes as principal, whether from the Company or otherwise, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines principal pursuant to sell Notes directly to an Agent as principal it will enter into a separate any Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement or otherwise shall be with respect deemed to such information (as applicable) have been made on the basis of the representations and warranties of the Corporation and Guarantor herein contained and shall be subject to the terms and conditions herein 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 any applicable Terms Agreementforth. Each Terms Agreement shall may specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent Dealer pursuant thereto, the price to be paid to the Company Corporation for such Notes (which, if not so specified in such Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto)Notes, the Settlement Date (as defined below) 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 Dealer in the reoffering of the Notes and such other provisions (including, but not limited to, including further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to Such Dealer may utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groupspurchased. Such Each Terms Agreement shall may also specify whether or not any requirements with respect to delivery of the officer’s officers' certificates, opinions of counsel, 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 amounts as may be agreed upon and upon to by the terms herein set forth; provided, however, that if no such arrangement shall have been completed within such 24-hour period, then:parties thereto.

Purchases as Principal. The Agents Each sale of Notes to the Agent as principal shall have no obligation to purchase Notes as principal, whether from be made in accordance with the Company or otherwise, terms contained herein and (unless the Company and the applicable Agent(sAgent shall otherwise agree) agree as set forth below. The Company agrees that whenever it determines pursuant to sell Notes directly to an Agent as principal it will enter into 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) 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 (each, a “Terms Agreement”), which, if requested by such between the Company and the Agent, will be in writing. Each such Terms Agreement Agreement, whether oral or in writing, shall be with respect to such information (as applicable) set forth as is specified in Annex I Exhibit A hereto. References The 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 “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement the terms and any applicable Terms Agreementconditions herein set forth. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such the Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the Settlement Date (as defined below) time and place of delivery of and payment for such Notes Notes, any provisions relating to rights of, and default by purchasers acting together with the Agent in the reoffering of the Notes, and such other provisions (including, but not limited to, including further terms of the Notes) as may be mutually agreed upon. Each The Agent is authorized to may utilize a selling or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases to such selling or dealer groupspurchased. Such Terms Agreement shall also specify whether or not any of the officer’s certificatesrequirements for the officers' certificate, opinions of counsel, counsel and accountant’s comfort letter pursuant to Sections 3(o7(b), 3(p7(c) 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 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:7(d) hereof.

Purchases as Principal. The Unless otherwise agreed by an Agent and the Company, Notes shall be purchased by one or more Agents shall have no obligation as principal in accordance with terms agreed upon by such 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 be agreed upon orally, with written confirmation prepared by such Agent or Agents and mailed to the Company). An Agent's commitment to purchase Notes as principalprincipal 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 the context otherwise requires, whether references herein to "this Agreement" shall include the applicable agreement of one or more Agents to purchase Notes Banc One Capital Markets, Inc. Chase Securities Inc. Xxxxxxx, Xxxxx & Co. Xxxxxx Xxxxxxx & Co. Incorporated from the Company or otherwiseas principal. Each purchase of Notes, unless the Company and the applicable Agent(s) agree as set forth below. The Company agrees that whenever it determines to sell Notes directly to an Agent as principal it will enter into a separate Terms Agreement (each, a “Terms Agreement”), which, if requested by such Agent, will be in writing. Each such Terms Agreement shall be with respect to 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 any applicable Terms Agreement. Each Terms Agreement shall specify the applicable Agent(s), the principal amount of Notes to be purchased by each such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in such Terms Agreementotherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto), . The Agents may engage the Settlement Date (as defined below) for such Notes and such services of any other provisions (including, but not limited to, further terms of the Notes) as may be mutually agreed upon. Each Agent is authorized to utilize a selling broker or dealer group in connection with the resale of the Notes purchased by them as principal and may allow all or any portion of the discount received from the Company in connection with such purchases from the Company to such selling brokers and dealers. At the time of each purchase of Notes by one or dealer groups. Such Terms Agreement more Agents as principal, such Agent or Agents shall also specify whether or not any of the officer’s certificatesrequirements for the stand-off agreement, officers' certificate, opinions of counsel, counsel and accountant’s comfort letter pursuant to Sections 3(o4(k), 3(p7(b), 7(c) 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 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:7(d) hereof.