Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes from the Issuers at 97.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase, the $150,000,000 of Notes in the respective principal amounts set forth on Schedule I hereto from the Issuers Company at 97.2597.723% of their the principal amountamount of the Notes. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, Underwriters against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx XxxxxxXxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York City time, on May 5March 28, 20042022, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking by the Representatives and packaging by Deutsche Bank Securities Inc. at counsel to the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $700,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 98.25% of their the principal amountamount thereof plus accrued interest, if any, from August 27, 2012 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Issuer”), 00 Xxxx 0000 Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002 at 10:00 A.M., New York City time, on May 5August 27, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 98.869% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on May 5March 25, 2004, 2021 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2598.156% of their principal amount. One or more certificates in definitive global form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5March 9, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Xxxxxx Brothers Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase the $150,000,000 of Notes from the Issuers Company at 97.2599.25% of their principal amountamount plus accrued interest since March 12, 2004. One or more certificates in definitive global form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 510, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Xxxxxx Brothers Inc. in New York, New York, or at such other place as Deutsche Bank Securities Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Finance agrees to issue and sell to $190,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from Finance the $150,000,000 principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 95.897% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours Finance not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of Finance to the Issuers Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateaccount of Finance. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx LLPXxxxx LLP ("Counsel for the Company"), 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York City time, on May 5September 21, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Finance may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.the

Purchase, Sale and Delivery of the Notes. On the basis of ----------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers agree to purchasePurchaser severally, severally and not jointly, agrees to purchase, the $150,000,000 respective principal amount of Notes from the Issuers set forth opposite its name on Schedule I hereto at 97.2598.5% of their principal amountamount (the "Purchase Price"). On the Closing Date, in exchange for the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, deposit with the Escrow Agent 100% of the principal amount of the Notes in the Escrow Account. Pursuant to the terms of the Escrow Agreement, (i) the Escrow Agent shall forthwith distribute, on January 3, 2003 1.5% of the principal amount of the Notes to the Initial Purchasers and (ii) upon satisfaction of the conditions giving rise to the release of funds to the Company under the Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request requests, upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateset forth above. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5December 20, 20042002, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase the $150,000,000 of Notes from the Issuers Company at 97.2599.306% of their principal amountamount plus accrued interest from April 11, 2006 to the Closing Date, less the Initial Purchaser's fee of (euro)6,454,890. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP, 00 Xxxx XxxxxxAxxxxxxxx House, Xxx Xxxx6A Austin Friars, Xxx Xxxx London, England EC2N 2HA at 10:00 A.M., New York London time, on May 5April 11, 20042006, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Issuers agree to issue and sell Notes to the Initial Purchasers, and each of the Initial Purchasers agree to purchaseUnderwriters, severally and not jointly, who, upon the $150,000,000 basis of Notes from the Issuers at 97.25% representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of their principal amount. One or more certificates in definitive form for the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $104,201,000, the Class A-2 Notes in the amount of $110,037,000 and the Guarantees that Class A-3 Notes in the Initial Purchasers have agreed to purchase hereunderamount of $88,809,000. At the time of issuance of the Notes, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by or on behalf of the Issuers Sponsor to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer each Underwriter (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of The Depository Trust CompanyCompany ("DTC")) against payment of the purchase price therefor, or its designated custodianset forth on Schedule A hereto, unless by a same day federal funds wire payable to the Initial Purchasers order of the Sponsor. Settlement shall otherwise instruct. Payment for the Notes shall be made take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxxx, LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 A.M., New York timea.m. (E.S.T.), on May 530, 20042003, or at such other place, time or date thereafter as the Initial Purchasers, on the one hand, Underwriters and the Issuers, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the “"Closing Date.” "). The Issuers Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. Underwriters in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers$110,000,000 aggregate principal amount of Notes, and the Initial Purchasers Purchaser agree to purchase, severally and not jointly, purchase from the $150,000,000 Company the principal amount of Notes from the Issuers at a purchase price equal to 97.25% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser for the account of the Initial Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx llp (“Counsel for the Initial Purchaser”), 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on May 5, 2004February 6,2007, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 99.276% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx XX 00000, at 10:00 A.M., a.m. New York time, on May 526, 2004, 2015 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter agrees, severally and not jointly, the $150,000,000 of Notes to purchase from the Issuers (i) with respect to the 2021 Notes, at 97.25a purchase price of 100.250% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest, if any, from April 15, 2016 to the Closing Date, shall be delivered by or on behalf the principal amount of the Issuers 2021 Notes set forth opposite such Underwriter’s name in Schedule I hereto and (ii) with respect to the Initial Purchasers2024 Notes, against payment by or on behalf at a purchase price of 98.75% of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds)principal amount thereof, to such account or accounts as the Company shall specify prior plus accrued interest, if any, from May 12, 2016 to the Closing Date, or by the principal amount of the 2024 Notes set forth opposite such means as the parties hereto shall agree prior to the Closing DateUnderwriter’s name in Schedule I hereto. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, Company (“DTC”) unless the Initial Purchasers Representative shall otherwise instruct. Payment Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx LLPXxxxxxxx LLP (“Counsel for the Issuers”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on May 512, 20042016, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to herein as the “Closing Date.” ”. The Issuers will make such the certificate or certificates for representing the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuers not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date. Immediately following the Closing Date, the Issuers agree to pay by wire transfer of immediately available funds discounts or commissions in connection with the sale of the 2021 Notes equal to 1.25% of the aggregate principal amount of the 2021 Notes to the Representative for the respective accounts of the several Underwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 99.090% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on May 5June 28, 2004, 2021 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Co-Issuer agree to issue and sell to the Initial Purchasers$150,000,000 aggregate principal amount of Notes, and the Initial Purchasers agree Purchaser agrees to purchase, severally purchase from the Company and not jointly, the $150,000,000 Co-Issuer the aggregate principal amount of Notes from the Issuers at 97.25a purchase price equal to 97% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser, for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours and the Co- Issuer not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company and the Co-Issuer to the Initial PurchasersPurchaser for its account, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or account specified by such means as the parties hereto shall agree prior to the Closing DateCompany. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel LLP ("Counsel for the Initial Purchaser"), 00 80 Xxxx Xxxxxx, Xxx Nex Xxxx, Xxx Xxxx at 10:00 A.M., New York at 10:00 a.m., New York City time, on May 5xx Xxxxxx 00, 20040000, or at such other xx xx xxxx xxher place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on Company and the other hand, Co-Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Issuers Company and the Co-Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 a.m., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $150,000,000 aggregate principal amount of Notes and the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers Company Notes at 97.25a purchase price equal to 97.757% of their the principal amountamount of the Notes. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchasers Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5March 7, 20042007, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for each of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $400,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.68125% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx LLPSterling LLP (“Counsel for the Initial Purchasers”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on May 5December 28, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters agree, severally and not jointly, to purchase the $150,000,000 of Notes in the respective principal amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2599.000% of their principal amount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in definitive book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5December 10, 20042010, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such global certificate or certificates for representing the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $650,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 99.25% (representing a gross purchase price of 100.000%, less the Initial Purchasers, and ’ 1.75% discount) of the Initial Purchasers agree to purchase, severally and not jointly, aggregate principal amount thereof (the $150,000,000 of Notes from the Issuers at 97.25% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxxxx Xxxxx, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Xxxxxxx Xxxxx requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5February 11, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, Xxxxxxx Xxxxx and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $400,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 98.04% (representing a gross purchase price of 100.000%, less the Initial Purchasers, and ’ 1.96% discount) of the Initial Purchasers agree to purchase, severally and not jointly, aggregate principal amount thereof (the $150,000,000 of Notes from the Issuers at 97.25% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by Citi, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Citi requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 510, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, Citi and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuers agree WEC agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchasepurchase from WEC, severally and not jointly, the $150,000,000 at a purchase price of Notes from the Issuers at 97.2597% of their the principal amountamount thereof plus accrued interest from July 28, 1999 to the Closing Date (as hereinafter defined), all of the Notes. One or more certificates in definitive form for On the Notes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Xxxxx agrees to sell to the Purchaser, and the Guarantees that the Initial Purchasers have agreed Purchaser agrees to purchase hereunderthe Units from Xxxxx, and in such denomination or denominations and registered in such name or names as at an aggregate purchase price of $24,187,746 plus accrued interest on the Initial Purchasers request upon notice to the Company at least 36 hours prior Debentures from July 28, 1999 to the Closing Date, shall be delivered by or on behalf all of the Issuers to the Initial Purchasers, Units. WEC will deliver against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through in the facilities form of one or more permanent global Notes in registered form without interest coupons (the "Global Notes") deposited with the Notes Trustee as custodian for The Depository Trust CompanyCompany ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Xxxxx will deliver against payment of the purchase price the Units in the form of one or its designated custodianmore permanent global Units (each of which will consist of one or more global certificates for Debentures and Shares) in registered from without interest coupons (the "Global Units" and together with the Global Notes, unless the Initial Purchasers shall otherwise instruct"Global Securities") deposited with the transfer agent for the Units, as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Circulars. Payment for the Notes Securities shall be made by the Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of WEC or Xxxxx at the offices office of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 at 10:00 A.M.10:00A.M., (New York time), on May 5July 28, 20041999, or at such other place, time or date not later than seven full business days thereafter as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, may agree uponCompany determine, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuers will make such certificate or certificates for ," against delivery to the Notes Trustee or transfer agent for Units, as applicable, as custodian for DTC of Global Notes or Global Units representing all of the Notes and Units, respectively. The Global Securities will be made available for checking and packaging by Deutsche Bank Securities Inc. at the offices above office of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, or at such other place as Deutsche Bank Securities Inc. may designateSlate, Xxxxxxx & Xxxx LLP, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 99.085% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx, Xxx Xxxx at 10:00 A.M., a.m. New York time, on May 5September 10, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers at 97.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderIssuer, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to on the Closing Date, the principal amount of the Notes set forth on Schedule I hereto opposite the name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be delivered by or on behalf of the Issuers to the Initial Purchasersissued as Definitive Notes, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through Book-Entry Notes, and shall be registered in the facilities name of Cede & Co., as nominee of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment The delivery of and payment for the Notes shall be made at the offices of SNR Xxxxxx Xxxxxx & Xxxxxxx US LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York time, time on May 513, 2004, 2011 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will Issuer shall make such certificate or certificates for copies of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warrantieswarranties and agreements contained herein, agreements and covenants herein contained and subject to the terms and conditions herein set forthforth herein, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and each of the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agrees to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule A hereto from the Issuers Company at 97.25the purchase prices of (i) % of their its principal amountamount (being the offering price to the public of % less a commission of % of the principal amount thereof) of the 2031 Notes, (ii) % of its principal amount (being the offering price to the public of % less a commission % of the principal amount thereof) of the 2041 Notes, (iii) % of its principal amount (being the offering price to the public of % less a commission of % of the principal amount thereof) of the 2051 Notes and (iv) % of its principal amount (being the offering price to the public of % less a commission of % of the principal amount thereof) of the 2061 Notes. One or more certificates in definitive or global form for the Notes and the Guarantees that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriters, with any transfer taxes payable in connection with the transfer of the Notes to the Underwriters duly paid, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices office of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxxxxx at 28th Floor, 00 Xxxx XxxxxxNine Queen’s Road Central, Xxx Xxxx, Xxx Xxxx Hong Kong at 10:00 9:00 A.M., New York City time, on May 5February , 20042021, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the IssuersCompany, on the other hand, may agree upon, upon (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Representatives at the offices office of Deutsche Bank Securities Inc. in New YorkXxxxxxxx & Xxxxxxxx at 28th Floor, New YorkNine Queen’s Road Central, Hong Kong, or at such other place as Deutsche Bank Securities Inc. the Underwriters may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2597.50% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5March 18, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2597.5% of their principal amountamount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. One or more certificates in definitive form for the Notes and the Guarantees that The Company hereby grants to the Initial Purchasers have agreed the right to purchase hereunderat their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such denomination or denominations and registered in such name or names as notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall hereunder will be delivered represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf of the Issuers Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of such date, by causing DTC to credit the Notes shall be made through to the facilities account of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instructDeutsche Bank Securities Inc. at DTC. Payment Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on May 5December 20, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or cause the certificates for representing the Notes to be made available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to €300,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 98.25% of their the principal amountamount thereof plus accrued interest, if any, from March 21, 2013 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to a common depositary (the “Common Depositary”) for Euroclear and Clearstream for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Issuer”), 00 Xxxx 0000 Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002 at 10:00 A.M., New York London time, on May 5March 21, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours London time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $150,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.000% of their the principal amountamount thereof (the “Purchase Price”) plus accrued interest thereon from October 15, 2012 to the Closing Date. One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P. (“Counsel for the Initial Purchasers”), 00 Xxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on May 5October 15, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon2012, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers$315,000,000 aggregate principal amount of Senior Notes and $100,000,000 aggregate principal amount of Senior Subordinated Notes, and the Initial Purchasers agree to purchasePurchasers, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers Company Notes at 97.25a purchase price equal to, respectively, 98.00% of their the principal amountamount of the Senior Notes, and 87.75% of the principal amount of the Senior Subordinated Notes in such amounts as set forth in Schedule I hereto. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchasers Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Shearman & Xxxxxxx Sterling LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 513, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for each of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company and the Subsidiary Guarantors at 97.2597.55% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company of at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5March 22, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Sunshine agrees to issue and sell to $205,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from Sunshine the $150,000,000 principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.75% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours Sunshine not later than two full business days prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Sunshine to the Representative for the respective accounts of the Initial Purchasers, Purchasers against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateaccount of Sunshine. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP ("Counsel for the Company"), 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York City time, on May 5November 23, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Sunshine may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuers " Sunshine will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Company not later than 9:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally purchase the Notes (and not jointly, the $150,000,000 of Notes Guarantees) in the amount set forth on Schedule 1 hereto from the Issuers Company at 97.2586.800% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5September 1, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the its offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase all of the $150,000,000 of Notes from the Issuers Company at 97.2557.13% of their principal amountamount at maturity. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5February 4, 2004, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the its offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase from the $150,000,000 Company the principal amount of Notes from the Issuers set forth opposite its name on SCHEDULE 1 hereto at 97.2597.0000% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5November 26, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking inspection and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or Initial Purchaser at such other place as Deutsche Bank Securities Inc. may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree LNR agrees to issue and sell to the each Initial PurchasersPurchaser, and each of the Initial Purchasers agree agrees severally but not jointly to purchase, severally and not jointlypurchase from LNR, the $150,000,000 aggregate principal amount of Notes from the Issuers set forth opposite such Initial Purchaser's name on Schedule I hereto, at 97.25a purchase price of 98.875% of their principal amount. One or more certificates in definitive form for global securities representing the Notes and shall be registered by the Guarantees that Trustee in the Initial Purchasers have agreed name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to purchase hereunder, and in the accounts of such denomination or denominations and registered in such name or names of its participants as the Initial Purchasers request shall request, upon notice to the Company LNR at least 36 48 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf with any transfer taxes payable in connection with the transfer of the Issuers Notes to the Initial PurchasersPurchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Willkie Farr & Xxxxxxx Gallagher LLP, 00 Xxxx Xxxxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxx at 10:00 A.M.xx Xxxxxxx 00, New York time0000, on May 5, 2004, or at such xx xx xxxh other place, time or date not later than five business days thereafter as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, LNR may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “"Closing Date.” " (As used herein, "business day" means a day on which The Issuers will make such certificate or certificates New York Stock Exchange is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior executive order to the Closing Datebe closed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $250,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 98.31% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P. (“Counsel for the Initial Purchasers”), 00 Xxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on May 5February 11, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Issuers agree Company and the Guarantor agrees to issue and sell to $235,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company and the Guarantor the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule A hereto at 97.25a purchase price equal to 96.597% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchasers for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to Banc of America Securities LLC for the accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on May 5February 3, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, Banc of America Securities LLC and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $325,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 100.000%, less the Initial Purchasers’ 1.75% discount, of the aggregate principal amount thereof plus accrued and unpaid interest from September 28, 2012 (the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes from the Issuers at 97.25% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxx Fargo, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Xxxxx Fargo requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5September 28, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Xxxxx Fargo and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers$250,000,000 aggregate principal amount of Notes, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers the aggregate principal amount of Notes at 97.25a purchase price equal to 100%, less the Initial Purchasers’ 2.25% discount, of their the aggregate principal amountamount thereof plus accrued and unpaid interest from June 15, 2008 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Wachovia, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Wachovia requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5June 27, 20042008, or at such other place, time or date as the Initial Purchasers, on the one hand, Wachovia and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase, the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2597.75% of their principal amount. Payment for the Notes on the Closing Date shall be at the price set forth in the prior sentence. One or more certificates in definitive global form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to Escrow Account in the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateamount of $171,062,500. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5April 3, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.25a price equal to 97.599% of their principal amount, plus accrued interest, if any, from October 7, 2020 to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantor to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on May 5October 9, 2004, 2020 or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters agree, severally and not jointly, to purchase the $150,000,000 of Notes in the respective principal amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2599.239% of their principal amount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in definitive book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5November 13, 20042013, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such global certificate or certificates for representing the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective principal amounts set forth on Schedule I hereto from the Issuers Company at 97.2599.309% of their principal amount. One or more global certificates in definitive book-entry form for the Notes and the Guarantees that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx Xxxxxx000 Xxxxxxx Xxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 at 10:00 A.M., New York time, on May 5March 25, 20042008, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such global certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Issuers agree Company and the Guarantors agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers Company and the Guarantors the entire principal amount of the Notes at 97.25a purchase price of 99.12% of their the principal amountamount thereof. One or more certificates Certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers Purchaser have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Purchaser request upon notice to the Company at least 36 hours two business days prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Guarantors to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (of same day funds), or immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless Company agrees to reimburse the Initial Purchasers shall otherwise instructPurchaser for the cost of obtaining such same day or immediately available funds. Payment The Company has requested that due to certain circumstances beyond its control that the delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on May 5June 23, 20041997, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " Upon completion of such delivery and payment the offer and sale of the Notes to the Initial Purchaser will be declared completed (the "Closing"). The Issuers Company and the Guarantors will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the its offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, York at least 24 hours one business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $125,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.0% of their the principal amountamount thereof (the "Purchase Price"), plus accrued interest, if any, from November 16, 2004 to the Closing Date (as defined below). One or more certificates for the Notes in definitive form for or global form, as instructed by the Notes and the Guarantees Representatives that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Mayer, Brown, Rxxx & Xxxxxxx LLPMaw ("Counsel for the Initial Purchasers"), 00 Xxxx 100 Xxxxx XxXxxxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx, 00000 at 10:00 A.M., New York Chicago time, on May 5Tuesday, November 16, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the Chicago, Illinois offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours Chicago time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $350,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.777% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx XxxxxxXx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on May 510, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the New York City, New York offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2598.000% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Guarantors to the Initial PurchasersRepresentatives, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5January 28, 20042011, or at such other place, time or date as the Initial PurchasersRepresentatives, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Representatives at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 99.267% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on May 5November 19, 2004, 2021 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchasepurchase from the Company, severally $160,000,000 aggregate principal amount of the Notes at a purchase price that is equal to (i) with respect to $130.0 million aggregate principal amount of the Notes, 97.0% of the aggregate principal amount thereof and (ii) with respect to $30.0 million aggregate principal amount of the Notes, (x) 97.0% of the aggregate principal amount of such Notes for which the Put Option has not jointlybeen exercised and (y) 94.0% of the aggregate principal amount of such Notes for which the Put Option has been exercised. “Put Option” shall have the meaning set forth in the Note Purchase and Put Agreement, dated June 27, 2003 among the Initial Purchaser, the $150,000,000 of Notes from purchasers set forth on Annex A thereto and the Issuers at 97.25% of their principal amountCompany. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as for the Company shall specify prior Notes. Such delivery to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Initial Purchaser of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the New York offices of Xxxxxx Xxxxxx Xxxxx, Brown, Xxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Maw at 10:00 A.M.a.m., New York City time, on May 5July 8, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as 2003 (the “Closing Date.” The Issuers ”). With respect to Notes to be delivered in definitive certificated form, the Company will make such certificate or certificates for the such Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to on the business day next preceding the Closing Date.. Notes to be represented by one or more definitive global Notes in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Initial Purchaser agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers Issuer all of the Notes at 97.25a purchase price equal to 100.00% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours Issuer not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Issuer to the Initial Purchasers, against Purchaser. Such delivery of and payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on May July 5, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Issuer may agree uponupon in writing, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours NY offices of counsel for the Issuer not later than the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company the Notes at 97.2597% of their principal amountamounts, in the respective principal amounts set forth opposite its name on Schedule 2 hereto. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 thirty-six (36) hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchasers on the Closing Date, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery The Notes will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Notes shall be made through the facilities of Company with The Depository Trust Company, Company or its designated custodian. For purposes of Rule 15c6- 1 under the Exchange Act, unless the Initial Purchasers Closing Date shall otherwise instructbe the date for payment of funds and delivery of securities for all the Notes sold pursuant to the offering of the Notes. Payment Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Winston & Xxxxxxx LLPXxxxxx, 00 Xxxx XxxxxxXxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx Illinois, at 10:00 A.M., New York Chicago time, on May 5July 31, 20041998, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Winston & Xxxxxx in New YorkChicago, New YorkIllinois, or at such other place as Deutsche Bank Securities Inc. BancAmerica Xxxxxxxxx Xxxxxxxx may designate, at least 24 twenty-four (24) hours prior to the Closing Date. The Company hereby agrees to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2599.0% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Cahill Gordon & Xxxxxxx LLPReindel llp, 00 Xxxx Xxxxxx80 Pine Street, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.New York, New York timeat 9:00 X.X., Xxx Xork xxxx, on May 500, 20040000, or at such other placexx xx xxxx xxxxx xxxxx, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 97.100% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest from May 26, 2015 to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representative. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx XX 00000, at 10:00 A.M., a.m. New York time, on May 5October 19, 2004, 2015 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representative requests in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers at 97.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderIssuer, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to on the Closing Date, the principal amount of the Notes set forth on Schedule I hereto opposite the name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be delivered by or on behalf of the Issuers to the Initial Purchasersissued as Definitive Notes, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through Book-Entry Notes, and shall be registered in the facilities name of Cede & Co., as nominee of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment The delivery of and payment for the Notes shall be made at the offices of SNR Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York timetime on October 19, on May 5, 2004, 2010 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will Issuer shall make such certificate or certificates for copies of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Issuers agree to issue and sell Notes to the Initial Purchasers, and each of the Initial Purchasers agree to purchaseUnderwriters, severally and not jointly, who, upon the $150,000,000 basis of Notes from the Issuers at 97.25% representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of their principal amount. One or more certificates in definitive form for the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $117,400,000, the Class A-2 Notes in the amount of $199,890,000 and the Guarantees that Class A-3 Notes in the Initial Purchasers have agreed to purchase hereunderamount of $99,510,000. At the time of issuance of the Notes, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by or on behalf of the Issuers Sponsor to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer each Underwriter (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of The Depository Trust CompanyCompany (“DTC”)) against payment of the purchase price therefor, or its designated custodianset forth on Schedule A hereto, unless by a same day federal funds wire payable to the Initial Purchasers order of the Sponsor. Settlement shall otherwise instruct. Payment for the Notes shall be made take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxxx, LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 A.M., New York timea.m. (E.S.T.), on May 5September 25, 20042003, or at such other place, time or date thereafter as the Initial Purchasers, on the one hand, Underwriters and the Issuers, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Issuers Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. Underwriters in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25% of their principal amountthe purchase price set forth on Schedule III hereto (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx & Xxxxxxx LLPXxxxx LLP (“Counsel for the Issuer”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on May 5June 29, 20042009, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.25a price equal to 98.629% of their principal amount, plus accrued interest, if any, from March 10, 2021 to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantor to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on May 5March 10, 2004, 2021 or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, Slate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree LNR agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointlypurchase from LNR, the $150,000,000 Notes at a purchase price of Notes from the Issuers at 97.2599.375% of their principal amountamount plus interest accrued on the Notes from October 29, 2003 to the Closing Date. One or more certificates in definitive form for global securities representing the Notes and shall be registered by the Guarantees that Trustee in the Initial Purchasers have agreed name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to purchase hereunder, and in the accounts of such denomination or denominations and registered in such name or names of its participants as the Initial Purchasers request Purchaser shall request, upon notice to the Company LNR at least 36 48 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf with any transfer taxes payable in connection with the transfer of the Issuers Notes to the Initial PurchasersPurchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers Purchaser to the account of LNR of the aggregate purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Willkie Farr & Xxxxxxx Gallagher LLP, 00 Xxxx Xxxxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxx at 10:00 A.M.xx Xxxxxxxx 0, New York time0000, on May 5, 2004, or at such xx xx xxxh other place, time or date not later than five business days thereafter as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, LNR may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “"Closing Date.” " (As used herein, "business day" means a day on which The Issuers will make such certificate or certificates New York Stock Exchange is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior executive order to the Closing Datebe closed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company and the Subsidiary Guarantors at 97.25101.25% of their principal amount, plus accrued interest from October 4, 2010 to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx LLPRxxxxxx llp, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5November 23, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Mxxxxxx Lxxxx in New York, New York, or at such other place as Deutsche Bank Securities Inc. Mxxxxxx Lxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 96.094% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P. (“Counsel for the Initial Purchasers”), 00 Xxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on May 5March 26, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company, at 97.25a purchase price of 99.0% of their principal amount. One or more certificates in definitive global form in the name of the nominee for The Depository Trust Company for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Guarantors to the Initial PurchasersRepresentative, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of The global certificates for the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless available for inspection by the Initial Purchasers shall otherwise instructno later than the business day preceding the Closing Date. Payment Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 524, 20042017, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Representative at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree LNR agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointlypurchase from LNR, the $150,000,000 Notes at a purchase price of Notes from the Issuers at 97.2598.875% of their principal amount. One or more certificates in definitive form for global securities representing the Notes and shall be registered by the Guarantees that Trustee in the Initial Purchasers have agreed name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to purchase hereunder, and in the accounts of such denomination or denominations and registered in such name or names of its participants as the Initial Purchasers request Purchaser shall request, upon notice to the Company LNR at least 36 48 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf with any transfer taxes payable in connection with the transfer of the Issuers Notes to the Initial PurchasersPurchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers Purchaser to the account of LNR of the aggregate purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on May 5October 29, 20042003, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, LNR may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “"Closing Date.” " (As used herein, "business day" means a day on which The Issuers will make such certificate or certificates New York Stock Exchange is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior executive order to the Closing Datebe closed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers Company at 97.2597% of their principal amount, the Notes. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon written notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Cahixx Xxxxxx & Xxxxxxx LLPXeinxxx, 00 Xxxx Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at xx 10:00 A.M., New York time, on May 5July 31, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. BT Alex. Xxowx Xxxorporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Xxowx Xxxorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Issuers agree to issue and sell Notes to the Initial Purchasers, and each of the Initial Purchasers agree to purchaseUnderwriters, severally and not jointly, who, upon the $150,000,000 basis of Notes from the Issuers at 97.25% representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of their principal amount. One or more certificates in definitive form for the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $195,208,000, the Class A-2 Notes in the amount of $210,312,000 and the Guarantees that Class A-3 Notes in the Initial Purchasers have agreed to purchase hereunderamount of $109,478,000. At the time of issuance of the Notes, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by or on behalf of the Issuers Sponsor to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer each Underwriter (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of The Depository Trust CompanyCompany (“DTC”)) against payment of the purchase price therefor, or its designated custodianset forth on Schedule A hereto, unless by a same day federal funds wire payable to the Initial Purchasers order of the Sponsor. Settlement shall otherwise instruct. Payment for the Notes shall be made take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxxx, LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 A.M., New York timea.m. (E.S.T.), on May 5November 25, 20042003, or at such other place, time or date thereafter as the Initial Purchasers, on the one hand, Underwriters and the Issuers, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Issuers Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. Underwriters in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2597.75% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) (a portion of which, as determined by the Escrow Agreement, will be made to the account(s) and amount(s) specified in the Escrow Agreement or otherwise by the Escrow Agent), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 52, 20042013, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may reasonably designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Issuers agree Company and the Guarantor agrees to issue and sell to the Initial Purchasers$40,000,000 aggregate principal amount of Notes, and the Initial Purchasers agree Purchaser agrees to purchase, severally purchase from the Company and not jointly, the Guarantor $150,000,000 40,000,000 aggregate principal amount of Notes from the Issuers at a purchase price equal to 97.25% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on May 5March 23, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, NY offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.25a price equal to 97.892% of their principal amount, plus accrued interest, if any, from September 20, 2019 to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantor to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Mxxxxxx & Xxxxxxx Fxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 A.M.a.m., New York time, on May 5September 20, 2004, 2019 or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. in New YorkSkadden, New YorkArps, Slate, Mxxxxxx & Fxxx LLP, 4 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $175,000,000 aggregate principal amount of Notes to the Initial Purchasers, and each of the Initial Purchasers agree to purchasePurchasers, severally and not jointly, agree to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.0% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5March 12, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $220,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 96.323% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on May 5December 17, 20042009, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Issuers may mutually agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 5:00 P.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations and warranties herein set forthcontained, but subject to the conditions hereinafter stated, hereby agrees to purchase the entire aggregate principal amount of the Notes, consisting of the Class A-1 Notes in the amount of $53,047,000 and the Class A-2 Notes in the amount of $120,429,000. At the time of issuance of the Notes, the Issuers agree to issue and sell Initial Mortgage Loans will be sold by the Sponsor to the Initial Purchasers, Trust pursuant to the Sale and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes from the Issuers at 97.25% of their principal amountServicing Agreement. One or more certificates in definitive form for the Notes and the Guarantees It is intended that the Initial Purchasers have agreed Subsequent Mortgage Loans will be purchased by the Trust for inclusion in both Mortgage Loan Groups, from time to purchase hereundertime on or before March 31, 2000. The Master Servicer will be obligated, under the Sale and in such denomination Servicing Agreement, to service the Mortgage Loans either directly or denominations and registered in such name or names as through sub-servicers. The Notes to be purchased by the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall Underwriter will be delivered by or on behalf of the Issuers Sponsor to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Underwriter (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of The Depository Trust CompanyCompany ("DTC")) against payment of the purchase price therefor, or its designated custodianset forth on Schedule 1 hereto, unless by a same day federal funds wire payable to the Initial Purchasers order of the Sponsor. Settlement shall otherwise instruct. Payment for the Notes shall be made take place at the offices of Xxxxxx Xxxxxx Xxxxx & Xxxxxxx Wood LLP, 00 Xxxx Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York timea.m. (E.S.T.), on May 5February 29, 20042000, or at such other place, time or date thereafter as the Initial Purchasers, on the one hand, Underwriter and the Issuers, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the “"Closing Date.” "). The Issuers Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. Underwriter in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, Acquisition Corp. shall cause the Issuers agree Company to issue and sell to the Initial Purchasers, Purchaser and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointlypurchase from the Company, the $150,000,000 of Notes from the Issuers at 97.2597% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 10:00 9:00 A.M., New York timetime on February 25, on May 5, 20041998, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersAcquisition Corp., on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuers will " Acquisition Corp. shall cause the Company to make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers agree to purchaseUnderwriters, acting severally and not jointly, agree to purchase the $150,000,000 of Notes in the respective principal amounts set forth on Schedule I hereto from the Issuers Company at 97.2599.261% of their principal amount. One or more global certificates in definitive book-entry form for the Notes and the Guarantees that the Initial Purchasers Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersUnderwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxxx LLP, 00 Xxxx 71 X. Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxxxxx 00000 at 10:00 A.M., New York time, on May 5June 26, 20042012, or at such other place, time or date as the Initial PurchasersUnderwriters, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such global certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Underwriters at the offices of Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC in New YorkCharlotte, New YorkNorth Carolina, or at such other place as Deutsche Bank Securities Inc. Xxxxx Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers at 97.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderIssuer, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to on the Closing Date, the principal amount of the Notes set forth on Schedule I hereto opposite the name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be delivered by or on behalf of the Issuers to the Initial Purchasersissued as Definitive Notes, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through Book-Entry Notes, and shall be registered in the facilities name of Cede & Co., as nominee of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment The delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxx & Xxxxxxx Xxxxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York timetime on June 28, on May 5, 2004, 2010 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will Issuer shall make such certificate or certificates for copies of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 98.5770% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Xxxx & Xxxxxxx Xxxxxxxx LLP, 00 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., a.m. New York time, on May 5March 1, 2004, 2016 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree LNR agrees to issue and sell to the each Initial PurchasersPurchaser, and each of the Initial Purchasers agree agrees severally but not jointly to purchase, severally and not jointlypurchase from LNR, the $150,000,000 aggregate principal amount of Notes from the Issuers set forth opposite such Initial Purchaser’s name on Schedule I hereto, at 97.25a purchase price of 98.875% of their principal amount. One or more certificates in definitive form for global securities representing the Notes and shall be registered by the Guarantees that Trustee in the Initial Purchasers have agreed name of the nominee of The Depository Trust Company (“DTC”), Cede & Co., credited to purchase hereunder, and in the accounts of such denomination or denominations and registered in such name or names of its participants as the Initial Purchasers request shall request, upon notice to the Company LNR at least 36 48 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf with any transfer taxes payable in connection with the transfer of the Issuers Notes to the Initial PurchasersPurchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 10:00 A.M., New York City time, on May 5July 3, 20042003, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, LNR may agree upon, such . Such time and date of delivery against payment being are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which The Issuers will make such certificate or certificates New York Stock Exchange is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New York, New York, York are open for business and are not permitted by law or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior executive order to the Closing Datebe closed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2597.5% of their principal amountamount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. One or more certificates in definitive form for the Notes and the Guarantees that The Company hereby grants to the Initial Purchasers have agreed the right to purchase hereunderat their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such denomination or denominations and registered in such name or names as notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall hereunder will be delivered represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf of the Issuers Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of such date, by causing DTC to credit the Notes shall be made through to the facilities account of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instructDeutsche Bank Securities Inc. at DTC. Payment Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on May 5June 10, 20042014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or cause the certificates for representing the Notes to be made available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company at 97.2598.25% of their principal amountamount plus accrued interest, if any, from October 20, 2010 to the Closing Date. One or more certificates in definitive form or global form for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Guarantors to the Initial PurchasersRepresentative, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & Xxxxxxx Rxxxxxx LLP, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5October 20, 20042010, or at such other place, time or date as the Initial PurchasersRepresentative, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Representative at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Escrow Issuer agrees to issue and sell $175,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Escrow Issuer the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 101.25% (representing a gross purchase price of 103.000% less the Initial Purchasers’ 1.75% discount) of the aggregate principal amount thereof plus accrued and unpaid interest from September 28, and 2012 (the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes from the Issuers at 97.25% of their principal amount“Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxx Fargo, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Xxxxx Fargo requests upon notice to the Company at least 36 hours Escrow Issuer not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Escrow Issuer to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, account specified in the Escrow Agreement or otherwise by such means as the parties hereto shall agree prior to the Closing DateEscrow Agent. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx1271 Avenue of the Americas, Xxx XxxxNew York, Xxx Xxxx New York, at 10:00 A.M., New York City time, on May 5December 20, 20042012, or at such other place, time or date as the Initial Purchasers, on the one hand, Xxxxx Fargo and the Issuers, on the other hand, Escrow Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Escrow Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers at 97.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderIssuer, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to on the Closing Date, the principal amount of the Notes set forth on Schedule I hereto opposite the name of such Initial Purchaser. The Class A Notes are to be purchased by the Initial Purchaser at a purchase price equal to 99.956838% of the aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchaser at a purchase price equal to 99.65696% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be delivered by or on behalf of the Issuers to the Initial Purchasersissued as Definitive Notes, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through Book-Entry Notes, and shall be registered in the facilities name of Cede & Co., as nominee of The Depository Trust Company, or its designated custodian, unless . Each of the Initial Purchasers Notes shall otherwise instructinclude the applicable legend regarding restrictions on transfer set forth under “Restrictions on Transfers and Notice to Investors” in the Offering Memorandum. Payment The delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Dentons US LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M.a.m., New York timetime on November 7, on May 5, 2004, 2013 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Issuers, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will Issuer shall make such certificate or certificates for copies of the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell $62,500,000 aggregate principal amount of the Firm Notes to the Initial Purchasersseveral Underwriters, and each of the Initial Purchasers agree to purchaseUnderwriters, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers at 97.25% Company, the principal amount of their principal amountFirm Notes set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the The Firm Notes and the Guarantees that the Initial Purchasers several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchasers Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), to such account or accounts as the Company shall specify prior "Wired Funds") to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Firm Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxx & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx XxxxxxTwo Embarcadero Place, Xxx Xxxx2200 Geng Road, Xxx Xxxx Palo Alto, California, at 10:00 9:30 A.M., New York time, on May 5October, 20041996, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date.” ". The Issuers Company will make such certificate or certificates for the Firm Notes available for checking and packaging by Deutsche Bank Securities Inc. the Representatives at the offices of Deutsche Bank Securities Inc. in New York, New York, York of the Company's transfer agent or at such other place as Deutsche Bank registrar or of Prudential Securities Inc. may designate, Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $100,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser on Schedule 1 hereto at 97.25a purchase price equal to 97.5% of their the principal amountamount thereof. One or more certificates in definitive form for the Notes and the Guarantees that the several Initial Purchasers have agreed to purchase hereunder, and hereunder in such denomination or denominations denominations, and in certificated and/or global form, and registered in such name or names as the Initial Purchasers may request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers for the respective accounts of the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor to or upon the order of the Company by wire transfer in same-day funds (same day funds), to the "Wired Funds") or such account or accounts other manner of payment as may be agreed by the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless ----------- and the Initial Purchasers shall otherwise instructPurchasers. Payment Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxx & Xxxxxxx LLPL.L.P., 00 Xxxx 000 Xxxxxxxxxx Xxxxxx, Xxx XxxxXX, Xxx Xxxx Xxxxxxxxxx, X.X. at 10:00 9:30 A.M., New York time, on May 5March 8, 20041999, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Issuers Company will make such certificate or ------------ certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork of Cleary, Gottlieb, Xxxxx & Xxxxxxxx or at such other place as Deutsche Bank Securities Inc. the parties may designate, agree at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $165,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.375% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, hereunder and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests, upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx XxXxxxxxx LLP, 00 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on May 5February 3, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkShearman & Sterling LLP, (“Counsel for the Initial Purchasers”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New YorkYork City time, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, the $150,000,000 of Notes purchase from the Issuers Company the Notes at 97.25a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 9:00 A.M., New York time, on May 5October 16, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank Securities Inc. BT Alex. Xxxxx in New York, New York, or at such other place as Deutsche Bank Securities Inc. BT Alex. Xxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 Notes in the respective amounts set forth on Schedule 1 hereto opposite the name of Notes such Initial Purchaser from the Issuers Company at 97.25a purchase price equal to: (i) 99.550% of their the principal amount, thereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Floating Rate Notes, and (ii) 98.778% of the principal amount thereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Fixed Rate Notes. One or more certificates in definitive global form for the Notes and the Guarantees of each series that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (of same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust CompanySuch delivery of, or its designated custodianand payment for, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Sidley Austin llp, 000 Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5July 2, 20042014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, upon (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Issuers Company will make such certificate or certificates for the Notes of each series available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Sidley Austin llp in New York, New York, or at such other place as Deutsche Bank Securities Inc. the Representatives may designate, at least 24 hours prior to the Closing Date. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Regulation S (the “Offered Regulation S Notes”) in the form of one or more permanent global Notes in registered form without interest coupons (collectively, the “Regulation S Global Note”), which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Rule 144A under the Act (the “Offered Rule 144A Notes”) in the form of one or more permanent global Notes in registered form (collectively, the “Rule 144A Global Note”), which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Note(s) and the Rule 144A Global Note(s) for each series of Notes shall be assigned separate CUSIP and ISIN numbers and shall include the legend regarding restrictions on transfer substantially as set forth under “Notice to Investors” in the Offering Memorandum.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $200,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agrees to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 98.25% of their the principal amountamount thereof plus accrued interest, if any, from June 27, 2014 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Issuer”), 00 Xxxx 0000 Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002 at 10:00 A.M., New York City time, on May 5June 27, 20042014, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuers agree Transferor agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchaseUnderwriter, severally and not jointly, and the $150,000,000 of Notes Underwriter, severally and not jointly, agrees to purchase from the Issuers Transferor the Notes at 97.25a purchase price equal to 99.775% of their the aggregate initial principal amountbalance thereof. One The Notes will initially be represented by one or more certificates notes registered in definitive form for the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Guarantees that Notes will be available only under the Initial Purchasers have agreed to purchase hereunder, and limited circumstances specified in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice Indenture. The Transferor will deliver the Notes to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial PurchasersUnderwriter, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior in immediately available funds payable to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery order of the Notes shall be made through the facilities of The Depository Trust CompanyTransferor, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices office of Xxxxxx Xxxxxx Kirkland & Xxxxxxx LLPEllis, 00 Xxxx Xxxxxx200 East Xxxxxxxx Drxxx, Xxx XxxxChxxxxx, Xxx Xxxx Xxxxxxxx 00000 (or at such other location as agreed upon among World Omni and the Underwriter) at 10:00 A.M., New York time, on May 5April 6, 20042000, or at such other placetime not later than five full business days thereafter, time or date as the Initial Purchasers, on the one hand, World Omni and the Issuers, on the other hand, may agree uponUnderwriter determine, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Issuers will make such certificate or certificates for instruments evidencing the Notes will be made available for checking and packaging by Deutsche Bank Securities Inc. inspection at the above offices of Deutsche Bank Securities Inc. in New York, New York, Kirkland & Ellis (or at such other place as Deutsche Bank Securities Inc. may designate, sucx xxxxx locxxxxx agreed upon among World Omni and the Underwriter) at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), World Omni, the Transferor and the Underwriter have agreed that the Closing Date will be not less than [__] business days following the date hereof.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers Company, at 97.2597.386% of their principal amount, the aggregate principal amount of the Notes set forth on the signature page hereof with respect to each Initial Purchaser. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer payable in immediately available (same day day) funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on May 5March 16, 20041999, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork of Xxxxxxx, Sachs & Co., or at such other place as Deutsche Bank Securities Inc. Xxxxxxx, Xxxxx & Co. may designate, designate at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $150,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 101.500% of their the principal amountamount thereof plus accrued interest from February 15, 2014 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Representative requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxx & Xxxxxxx LLPL.L.P. (“Counsel for the Initial Purchasers”), 00 Xxxx 0000 Xxxxxx Xxxxxx, Xxx XxxxSuite 2500, Xxx Xxxx Houston, Texas 77002-6760 at 10:00 A.M., New York City time, on May 5April 1, 20042014, or at such other place, time or date as the Initial Purchasers, on the one hand, Representative and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New YorkCounsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company, the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 99.298% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., 9:00 a.m. New York time, on May 5March 31, 2004, 2022 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers Company and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchasePurchasers, acting severally and not jointly, agree to purchase the $150,000,000 of Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Issuers Company and the Subsidiary Guarantors at 97.2597.234% of their principal amount, plus accrued interest, if any, from October 4, 2010 to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5October 4, 20042010, or at such other place, time or date as the Initial Purchasers, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BAS in New York, New York, or at such other place as Deutsche Bank Securities Inc. BAS may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase the $150,000,000 of Notes Securities from the Issuers Company, at 97.25a purchase price of 97.50% of their principal amount, plus pre-issuance accrued and unpaid interest from August 1, 2014 to the Closing Date. One or more certificates in definitive global form in the name of the nominee for The Depository Trust Company for the Notes and the Guarantees Securities that the Initial Purchasers have Purchaser has agreed to purchase hereunder, for the account of the Initial Purchaser and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Company and the Guarantors to the Initial PurchasersTrustee, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of The global certificates for the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless available for inspection by the Initial Purchasers shall otherwise instructPurchaser no later than the business day preceding the Closing Date. Payment Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5November 24, 20042014, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersCompany, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to $250,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, the $150,000,000 of Notes agree to purchase from the Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 97.25a purchase price equal to 97.5% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPllp (“Counsel for the Initial Purchasers”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5December 20, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchasers not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.. Back to Contents

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell to the Initial Purchasers$150,000,000 aggregate principal amount of Notes, and the each Initial Purchasers agree to purchase, Purchaser severally and not jointly, the $150,000,000 of Notes jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at 97.25a purchase price of 101.750% of their the aggregate principal amountamount thereof plus accrued and unpaid interest from June 15, 2011 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxx Fargo, for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Xxxxx Fargo requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Issuers. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPLLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., New York City time, on May 5November 16, 20042011, or at such other place, time or date as the Initial Purchasers, on the one hand, Xxxxx Fargo and the Issuers, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 100.258% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest from April 7, 2010 to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx Xxxxxx, Halter & Xxxxxxx Xxxxxxxx LLP, 00 Xxxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxx, Xxx Xxxx at 10:00 A.M., a.m. New York time, on May 5June 8, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Invifin agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers agree Purchaser agrees to purchase, severally and not jointly, purchase the $150,000,000 of Notes from the Issuers Invifin, at 97.25100% of their principal amountamount plus accrued interest to the Closing Date. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company Invifin at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers Invifin to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company Invifin shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery Such delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPXxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 5March 25, 20041997, or at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the IssuersInvifin, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Issuers " Holdings will make such certificate or certificates for the Notes available for checking and packaging by Deutsche Bank Securities Inc. the Initial Purchaser at the offices of Deutsche Bank BT Securities Inc. Corporation in New York, New York, or at such other place as Deutsche Bank BT Securities Inc. Corporation may designate, at least 24 hours prior to the Closing Date. Invifin shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to $325,000,000 aggregate principal amount of Notes, and each of the Initial Purchasers, and the Initial Purchasers agree to purchase, severally and not jointly, agree to purchase from the $150,000,000 Company the principal amount of Notes from set forth opposite the Issuers name of such Initial Purchaser in Schedule I hereto having the terms described in the Final Offering Memorandum at 97.25a purchase price equal to 95.965% of their the principal amountamount thereof (the "Purchase Price"), plus any additional principal amount of Notes that such Initial Purchaser may become obligated to purchase pursuant to the provision of Section 10 hereof. One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes and the Guarantees that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Issuers Company to the Representatives for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial PurchasersPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery account of the Notes shall be made through the facilities Company. Such delivery of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Mayer, Brown, Xxxx & Xxxxxxx LLPMaw LLP ("Counsel for the Initial Purchasers"), 00 Xxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on May 5April 27, 20042005, or at such other place, time or date as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging examination by Deutsche Bank Securities Inc. the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchasers not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 98.00% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers Date (as defined below). Payment of the purchase price therefor by wire transfer (same day funds)for, to such account or accounts as the Company shall specify prior to the Closing Dateand delivery of certificate(s) for, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLPUBS Securities LLC, 00 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, at 10:00 A.M., a.m. New York time, on May 5March 15, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or certificates executive order to be closed). Payment for the Notes available to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Notes to the Underwriters. The Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for checking and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. in New York, New YorkThe Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, the $150,000,000 of Notes agrees to purchase from the Issuers Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at 97.25a purchase price of 98.841% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer Date (same day fundsas defined below), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, 00 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., a.m. New York time, on May 5June 30, 2004, 2020 or at such other place, time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Issuers agree to issue and sell Notes to the Initial Purchasers, and each of the Initial Purchasers agree to purchaseUnderwriters, severally and not jointly, who, upon the $150,000,000 basis of Notes from the Issuers at 97.25% representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of their principal amount. One or more certificates in definitive form for the Notes and set forth opposite the Guarantees that name of such Underwriter in Schedule A hereto. At the Initial Purchasers have agreed to purchase hereundertime of issuance of the Notes, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Servicer will be obligated, shall under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by or on behalf of the Issuers Seller to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer each Underwriter (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of The Depository Trust CompanyCompany (“DTC”)) against payment of the purchase price percentage therefor, or its designated custodianset forth on Schedule A hereto, unless by a same day federal funds wire payable to the Initial Purchasers Seller, as directed by the Sponsor. Settlement shall otherwise instruct. Payment for the Notes shall be made take place at the offices of Xxxxxx Xxxxxx & Xxxxxxx Xxxxx Xxxxxxxxxx, LLP, 00 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 A.M., New York timea.m. (E.S.T.), on May 526, 20042005, or at such other place, time or date thereafter as the Initial Purchasers, on the one hand, Underwriters and the Issuers, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Issuers Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by Deutsche Bank Securities Inc. at the offices of Deutsche Bank Securities Inc. Underwriters in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Issuers agree Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchasers agree to purchaseeach Underwriter, severally and not jointly, agrees to purchase from the $150,000,000 Company, the principal amount of Notes from set forth opposite the Issuers name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof) at 97.25a purchase price of 98.093% of their the principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchasers have agreed to purchase hereunderamount thereof, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer plus accrued interest (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior if any) to the Closing Date. Delivery of the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx Sidley Austin LLP, Woolgate Exchange, 00 Xxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx XX0X 0XX, Xxx Xxxx at 10:00 A.M., New York time, on May 5, 2004Xxxxxx Xxxxxxx, or at such other placeplace as shall be agreed upon by the Representatives and the Company, at 10:00 a.m. London time, on November 25, 2014 or at such other time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Issuers, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York and London are open for business and not permitted by law or executive order to be closed). The Issuers Notes will make such certificate be delivered in the form of one or more global certificates for in aggregate denomination equal to the aggregate principal amount of the Notes available upon original issuance and registered in the name of a common depositary for checking Clearstream Banking, société anonyme, and packaging by Deutsche Euroclear Bank Securities Inc. at S.A./N.V., as operator of the offices of Deutsche Bank Securities Inc. Euroclear system. The Notes will be registered in New York, New York, or at such other place names and in such denominations as Deutsche Bank Securities Inc. may designate, at least 24 hours the Representatives request in writing not later than the second full business day prior to the Closing Date. The Notes will be made available for inspection by the Representatives at least one business day prior to the Closing Date in the City of London, United Kingdom.