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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxce, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase from the Company the Notes in the respective amounts set forth on in Schedule 1 I hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2598.0% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Kirkxxxx & ReindelXllix, 80 Pine Street000 Xxxx Xxxxxxxx Xxxxx, New YorkChicago, New York Illinois 60601, at 10:00 X.X.9:00 A.M., Xxx Xork xxxxChicago time, xn Jxxx 00on June 12, 00001997, xx xx xxxx xxxxx xxxceor at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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.

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 Company agrees to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Company, the principal amount of Notes in the respective amounts set forth on opposite the name of such Underwriter in Schedule 1 I hereto from (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the Company provisions of Section 11 hereof) at 100a purchase price of 99.00% of their the principal amount less an Initial Purchasers' fee of 2.25% of their principal amountthereof, plus accrued interest from June 1, 2010 to the Closing Date (as defined below). One or more certificates in definitive form for the Notes that the Initial Purchasers The Underwriters 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 reimburse the Company at least 36 hours prior to for the Closing Date, shall be delivered by or on behalf Company’s expenses in connection with the offering of the Company Notes up to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers $382,872.67. 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 Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificate(s) for, the Notes shall be made at the offices of Cahill Gordon & ReindelUBS Securities LLC, 80 Pine Street000 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on June 18, 2010 or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxce, such other time or and date thereafter as the Initial Purchasers, on the one hand, Representatives and the Company, 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 Company 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 for checking and packaging to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Initial Purchasers at Company, against delivery of the offices 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 Deutsche Bank Securities Inc. in New YorkCede & Co., New Yorkas 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 Company Issuer agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser severally, acting severally and not jointly, agree agrees to purchase the Notes in purchase, the respective amounts principal amount of Notes set forth opposite its name on Schedule 1 I hereto from the Company at 10098.00% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amount(the “Purchase Price”). One or more certificates in definitive form for the Notes 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 Issuer at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuer 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 Issuer shall specify prior to the Closing Date, Date or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx LLP, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on April 30, 2010, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, 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 Company Issuer will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers$120,000,000 aggregate principal amount of Notes, and the Initial PurchasersPurchaser, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes at 100a purchase price equal to 100.50% of their the principal amount less an Initial Purchasers' fee of 2.25% of their principal amountthereof (the “Purchase Price”). One or more certificates in definitive form for the Notes that or global form, as instructed by the Initial Purchasers have agreed to purchase hereunderPurchaser has, 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 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 or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Cxxxxx Xxxxxx & ReindelRxxxxxx LLP (“Counsel for the Initial Purchaser”), 80 Pine StreetXxxx Xxxxxx, New YorkXxx Xxxx, XX 00000 at 10:00 A.M., New York City time, on April 2, 2007, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, 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 Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchasers 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 Company agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser agrees severally, acting severally and but not jointly, agree to purchase from the Company, the principal amount of Notes in the respective amounts set forth opposite such Initial Purchaser's name on Schedule 1 I hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2599.448% of their principal amount. One or more certificates in definitive form for the Notes 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 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx & ReindelXxxxxxx, 80 Pine Street000 Xxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time, on January 21, 1998, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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.

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 Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule SCHEDULE 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.0% of their principal amount. One or more certificates in definitive form for the Notes 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 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), 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on November 25, 1996, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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. The Company 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 I hereto from the Company at 100% a purchase price of their principal amount less an Initial Purchasers' fee of 2.2595.945% of their principal amount. One or more certificates in definitive form for the Notes 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 Company to the Initial Purchasers, or the Trustee as custodian for the Depository Trust Company, 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx & ReindelXxxxxxx LLP, 80 Pine Street000 Xxxx Xxxxxx, New YorkXxxxxxx, New York Xxxxx at 10:00 X.X.A.M., Xxx Xork xxxxCentral time, xn Jxxx 00on July 6, 00002015, xx xx xxxx xxxxx xxxceor at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by 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, MergerCo and, at and as of the Company agrees Effective Time, EHI and the Subsidiary Guarantor agree to issue and sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser agrees to purchase, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Securities at 100% of their principal amount less an Initial Purchasers' fee of 2.2597% of their principal amount. One or more certificates in definitive form for the Notes Securities that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered regis- tered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company MergerCo at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company MergerCo 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), of immediately available funds to such account or accounts as the Company MergerCo shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. All certificates will be signed by EHI and Elgar. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahill Gordon Xxxxxx Xxxx & ReindelXxxxxxxx, 80 Pine StreetLLP, New York000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on February 3, 1998, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the CompanyMergerCo, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company MergerCo will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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. BT Alex. Xxxxx Incorporated 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 Company agrees Issuers agree (i) to issue and sell to the 2027 Initial Purchasers, and the 2027 Initial Purchasers, acting severally and not jointly, agree to purchase the 2027 Notes in the respective amounts set forth on Schedule 1 1A hereto from the Company Issuers at 10099.25% of their principal amount less an and (ii) to issue and sell to the 2029 Initial Purchasers' fee of 2.25, and the 2029 Initial Purchasers, acting severally and not jointly, agree to purchase the 2029 Notes in the respective amounts set forth on Schedule 1B hereto from the Issuers at 99.25% of their principal amount. One or more certificates in definitive global form for each of the 2027 Notes and the 2029 Notes that the applicable Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Trustee, as custodian for The Depository Trust Company (“DTC”), and each series of the Notes in book-entry form shall be delivered to the applicable Initial PurchasersPurchasers through the facilities of DTC, against payment by or on behalf of the such Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx & ReindelXxxxxx L.L.P., 80 Pine Street0000 Xxxxxx Xxxxxx, New YorkSuite 2500, New York Houston, Texas at 10:00 X.X.9:00 A.M. Houston time, Xxx Xork xxxxon January 17, xn Jxxx 002019, 0000, xx xx xxxx xxxxx xxxceor at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees Issuers agree (i) to issue and sell to the 2025 Initial Purchasers, and the 2025 Initial Purchasers, acting severally and not jointly, agree to purchase the 2025 Notes in the respective amounts set forth on Schedule 1 1A hereto from the Company Issuers at 10099.25% of their principal amount less an and (ii) to issue and sell to the 2027 Initial Purchasers' fee of 2.25, and the 2027 Initial Purchasers, acting severally and not jointly, agree to purchase the 2027 Notes in the respective amounts set forth on Schedule 1B hereto from the Issuers at 99.25% of their principal amount. One or more certificates in definitive global form for each of the 2025 Notes and the 2027 Notes that the applicable Initial Purchasers have agreed to purchase hereunder, and each in such denomination or denominations and registered in such name or names principal amount as the Initial Purchasers request upon notice to the Company Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Trustee, as custodian for The Depository Trust Company (“DTC”), and each series of the Notes in book-entry form shall be delivered to the applicable Initial PurchasersPurchasers through the facilities of DTC, against payment by or on behalf of the such Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx & ReindelXxxxxx L.L.P., 80 Pine Street0000 Xxxxxx Xxxxxx, New YorkSuite 2500, New York Houston, Texas at 10:00 X.X.9:00 A.M. Houston time, Xxx Xork xxxxon October 6, xn Jxxx 002016, 0000, xx xx xxxx xxxxx xxxceor at such other place, time or date as the Initial Purchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.75% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx LLP, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on March 21, 2018, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to each of the Initial Purchasers, and each of the Initial PurchasersPurchasers agrees, acting severally and not jointly, agree to purchase from the Company the principal amount of Notes in the respective amounts set forth opposite its name on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2596.75% of their principal amount. One or more certificates in definitive form for the Notes that each of the Initial Purchasers have has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchasers request 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 Company to each of the Initial Purchasers, against payment by or on behalf of the such 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Weil, Gotshal & ReindelXxxxxx L.L.P., 80 Pine Street000 Xxxxx Xxxxxx, New YorkXxx Xxxx, XX at 10:00 A.M., New York time, on June 25, 1997, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by 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, designated by 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 Company agrees Issuers agree to issue and sell to the Initial Purchaserseach Underwriter, and the Initial Purchaserseach Underwriter agrees, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers the Notes, at 100a purchase price of 100.000% of their the principal amount less an Initial Purchasers' fee of 2.25% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunderthereof, 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 December 2, 2016 to the Closing Date, the principal amount of the Notes set forth opposite such Underwriter’s name in Schedule I hereto. Delivery of the Notes shall be delivered by or on behalf of made through The Depository Trust Company (“DTC”) unless the 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 Representative shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateotherwise instruct. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxxx Xxxxxxx & ReindelXxxxxxxx LLP (“Counsel for the Issuers”), 80 Pine Street000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on December 2, 2016, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, Representative and the Company, 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 Company Issuers will make such the certificate or certificates for representing the Notes available for checking and packaging examination by the Initial Purchasers 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 Notes equal to 1.25% of the aggregate principal amount of the Notes to the Representative for the respective accounts of the several Underwriters.

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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.0% of their principal amount. One or more certificates in definitive form for the Firm Notes 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 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. Such delivery of and payment for the Firm Notes and Optional Notes (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) shall be made at the offices of Cahill Gordon Xxxxx Xxxx & ReindelXxxxxxxx LLP, 80 Pine Street000 Xxxxxxxxx Xxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on November 21, 2014, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. Xxxxx Xxxx & 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. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial PurchasersPurchaser agrees to purchase, acting severally and not jointlythe Notes, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597% of their principal amount. One or more certificates in definitive form for the Notes 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 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), of immediately available funds payable to such account or accounts account 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. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahill Gordon Xxxxxxxxxx & ReindelXxxxx LLP, 80 Pine Street00 Xxxxxxxxxxx Xxxxx, New YorkXxx Xxxx, at 10:00 A.M., New York time, on January 29, 1998, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, 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 Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. the Initial Purchaser in New York, New York, 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 Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company, all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2596.50 % of their principal amount. One or more certificates in definitive form for the Notes 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 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), of immediately available funds payable to such account or accounts account 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon McDexxxxx Xxxl & ReindelEmerx 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, 80 Pine Street, New York, New York at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000Xxxxxxxx, xx xx xxxx xxxxx xxxce9:00 A.M., Chicago time, on October 14, 1997, or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, 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 Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. PaineWebber Incorporated in New York, New York, York or at such other place as Deutsche Bank Securities Inc. PaineWebber Incorporated 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from ---------- the Company Company, at 100% of their principal amount less an Initial Purchasers' fee of 2.2597% of their principal amount. One or more certificates in definitive form for the Notes 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 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), 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 7, 1996, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." ------------ The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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.

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 Company Acquisition agrees to issue and sell to the Initial Purchasers, and the each Initial PurchasersPurchaser, acting severally and not jointly, agree agrees to purchase from Acquisition, the Notes Notes, in the respective amounts set forth on Schedule 1 hereto from the Company hereto, at 100% a purchase price of their principal amount less an Initial Purchasers' fee of 2.25---------- 97% of their principal amount. One or more certificates in definitive form for the Notes 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 Acquisition at least 36 48 hours prior to the Closing Date, Date (as defined) shall be delivered by or on behalf of the Company to the Initial PurchasersAcquisition, against payment by or on behalf of the Initial Purchasers Purchasers, of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior of immediately available funds to the Closing Date, or account of Acquisition previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Milbank, Tweed, Xxxxxx & ReindelXxXxxx LLP, 80 Pine Street0 Xxxxx Xxxxxxxxx Xxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000-1413, at 9:00 a.m., New York time, on April 7, 2000, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxce, time or such date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Acquisition may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Acquisition will make such certificate or certificates for the Notes available for checking and packaging by 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 CIBC World Markets Corp. 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 II attached hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.0% of their principal amount. One or more certificates in definitive global form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & ReindelXxxxx Xxxx LLP, 80 Pine Street0000 Xxxxxx xx Xxxxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on June 26, 2003, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100107% of their principal amount plus accrued interest from and including July 1, 2004, less an the Initial Purchasers' Purchaser's fee of 2.25% of their principal amounteuro 1,444,500.00. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & ReindelReindel LLX, 80 Pine StreetXxxxxxxxx Hoxxx, New York0A Austix Xxxxxx, New York London, England EC2N 2HA at 10:00 X.X.A.M., Xxx Xork xxxxLondon time, xn Jxxx 00on November 26, 00002004, xx xx xxxx xxxxx xxxceor at such other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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 representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 100% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon White & ReindelCase, 80 Pine Street0000 Xxxxxx xx xxx Xxxxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on October 23, 1996, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. the Initial Purchaser 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.00% of their principal amount. One or more certificates in definitive form for the Firm Notes 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 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. Such delivery of and payment for the Firm Notes and Optional Notes (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx LLP, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 21, 2013, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 10098.878% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amountplus accrued interest from March 1, 1997. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Cravath, Swaine & ReindelXxxxx, 80 Pine StreetXxxxxxxxx Xxxxx, New York000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York time, on March 10, 1997, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." ". The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Bear, Xxxxxxx & Co. Inc. in New York, New York, or at such other place as Deutsche Bank Securities Bear, Xxxxxxx & Co. 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 Company LNR agrees to issue and sell to the Initial Purchasers, and each of the Initial PurchasersPurchasers agrees severally, acting severally and but not jointly, agree to purchase from LNR, the Notes in the respective amounts set forth opposite such Initial Purchaser's name on Schedule 1 hereto from the Company I hereto, at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.059% of their principal amount. One or more certificates in definitive form for the Notes 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 LNR at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company LNR 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), of immediately available funds payable to such account or accounts account as the Company LNR shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Willxxx Xxxx & ReindelXallxxxxx, 80 Pine StreetXxe Citicorp Center, New York153 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 A.M., New York time, on March 24, 1998, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, LNR may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company LNR will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. BT Alex. Xrowx Xxxorporated in New York, New York, York or at such other place as Deutsche Bank Securities Inc. the Initial Purchasers 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 10099.25% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amountplus accrued interest from April 3, 2013. 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 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 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 in the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateamount of $24,812,500. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx LLP, 80 Pine Street00 Xxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on May 20, 2013, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 II attached hereto from the Company at 10098.50% of their principal amount less an Initial Purchasers' fee (i.e., a discount of 2.25% of their principal amount$3,750,000). One or more certificates in definitive global form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & Reindel, 80 Pine Street, New YorkXxxxxxx LLP at 9:00 a.m., New York time, on May 9, 2015, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2598.325% of their principal amount. One or more certificates in definitive global form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxx Xxxxxx & ReindelXxxxxxx LLP, 80 Pine StreetXxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx xt 10:00 A.M., New York time, on March 30, 2004, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank X.X. Xxxxxx Securities Inc. in New York, New York, or at such other place as Deutsche Bank X.X. Xxxxxx 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.0% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:00 X.X.9:00 A.X., Xxx Xork xxxxXxxx timx, xn Jxxx xx Xarxx 00, 0000, xx xx xxxx xxxxx xxxcexxxxe, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 1, hereto from the Company Com- pany at 10058.84% of their principal amount less an Initial Purchasers' fee at maturity of 2.25% of their principal amountthe Senior Discount Notes. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxxx Xxxx & ReindelXxxxx LLP, 80 Pine Street000 Xxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 20, 1998, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers 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. BT Alex. Xxxxx Incorporated 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2598.735% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxxxx & ReindelXxxxx LLP, 80 Pine StreetCitigroup Center, New York000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on May 14, 2004, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, $20,000,000 aggregate principal amount of Notes at a purchase price equal to 100% of their the aggregate principal amount less an Initial Purchasers' fee of 2.25% of their principal amountNotes being issued and sold. One or more certificates in definitive form for the Notes 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 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 Datetherefor. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Andexxxx Xxxl & ReindelOlick, 80 Pine StreetP.C., New York1251 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10:00 a.m., New York City time, on December 1, 1997, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The ". 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 the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Jeffxxxxx & Xompany, Inc. in New YorkLos Angeles, New York, California 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

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 Company agrees to issue and sell to the Initial Purchasers, Purchasers and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.25100.00% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:00 X.X.A.X., Xxx Xork xxxxXxxx tixx, xn Jxxx 00xx Dexxxxxx 0, 0000, xx xx xxxx xxxxx xxxcexlace, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by 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 Company agrees Issuers agree to issue and sell to the Initial Purchasers, and each of the Initial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Issuers, at 100% of their principal amount less an Initial Purchasers' fee of 2.2551.595% of their principal amount, the respective aggregate principal amounts of the Notes set forth opposite their respective names on Schedule 1 hereto. ---------- One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the each Initial Purchasers request Purchaser requests upon notice to the Company Holdings at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchasersHoldings, 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 of immediately available funds to the Closing Date, or account of Holdings previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon Xxxxxxxx & ReindelXxxxx, 80 Pine Street000 Xxxx 00xx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m., New York time, on March 18, 1999, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxce, time or such date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Holdings may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Holdings will make such certificate or certificates for the Notes available for checking and packaging inspection by 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 Xxxxxxxx & Xxxxx 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 Company agrees to issue and sell to the Initial Purchasers, and the Initial PurchasersPurchasers agree, acting severally and not jointly, agree to purchase from the Company the principal amount of Notes in the respective amounts set forth opposite their respective names on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchasers request 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 Company to the Initial Purchasers, against payment by or on behalf of the such 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon White & ReindelCase on December 10, 80 Pine Street1997, New York, New York or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by 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, designated by 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 Company agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree Purchaser agrees to purchase from the Company the principal amount of Notes in the respective amounts set forth opposite its name on Schedule 1 hereto from the Company at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.0000% of their principal amount. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon White & ReindelCase, 80 Pine Street0000 Xxxxxx xx xxx Xxxxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on November 26, 1997, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial PurchasersPurchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or 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 Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Subsidiary Guarantors at 100% of their principal amount less an Initial Purchasers' fee of 2.2597.955% of their principal amount, plus accrued interest, if any, from October 1, 2004 to the Closing Date. One or more certificates in definitive form for the Notes 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 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. Such delivery of and payment for the Notes Securities shall be made at the offices of Cahill Gordon Cxxxxx Xxxxxx & ReindelRxxxxxx LLP, 80 Pine StreetXxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on November 8, 2004, or at 10:00 X.X., Xxx Xork xxxx, xn Jxxx 00, 0000, xx xx xxxx xxxxx xxxcesuch other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by 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.