Common use of Sale and Delivery to the Underwriters Closing Clause in Contracts

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. Subject (a)The Company agrees to sell to each Underwriter, severally and not jointly, and, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Underwriter agrees to issue and sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in the Pricing Agreement, the aggregate principal amount of Offered Securities set forth in Schedule A hereto opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form have no obligation to sell to the RepresentativeUnderwriters any of the Securities hereunder unless the Underwriters purchase all of the Securities hereunder. If the Company has elected not to rely upon Rule 430A, for the account initial public offering price of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of Securities and the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested paid by the Underwriters pursuant to Section 6(q) and certain other principal terms of the Securities have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the Registration Statement and the Prospectus containing such information will be delivered at filed before the offices Registration Statement becomes effective. If the Company has elected to rely upon Rule 430A, the initial public offering price of Orrixxthe Securities, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), the purchase price for the Securities to be paid by the Underwriters and certain other principal terms of the Securities shall be agreed upon and set forth in the Pricing Agreement. In the event that such price and terms have not been agreed upon and the Offered Securities will be Pricing Agreement has not been executed and delivered at by all parties thereto by the Designated Office, all at the Time close of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, business on the New York Business Day next preceding fourth business day following the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, except as set forth in Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close4 hereof.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will The Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (the Representative"Representatives"), for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29September 21, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including 7 hereof and the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxx XxxxxxSchorr and Solis-Cohen LLP, Xxx Xxxx250 Park Avenue, Xxx Xxxx 00000 New York, New York 10177 (xxe xxx "Closing LocationClosixx Xxxxxxxx"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Deliveryalx xx xxx Xxxx xx Xxxxxxxx. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue and sell the Offered Securities and the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth, forth in Schedule A hereto. Each class of the The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or, on DTC's ’s behalf, with DTC's ’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the RepresentativeRepresentatives, for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account accounts of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29May 14, 2000 2008 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "“Time of Delivery." ” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q6(v) hereof, will be delivered at the offices of OrrixxXxXxxxxxx Will & Xxxxx LLP, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "the “Closing Location"”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "“New York Business Day" ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will The Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Deutsche Bank Securities Inc. (the Representative"Representatives"), for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29July 7, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including 7 hereof and the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29November 10, 2000 2004 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29April 21, 2000 2005 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including 7 hereof and the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Offered Securities to each of the UnderwritersUnderwriter, severally and not jointly, and each of the Underwriters agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Offered Securities the Senior Notes set forth in Schedule I to this Agreement opposite the name of such UnderwriterUnderwriter (plus any additional amount of the Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), at a price equal to 96.85% of the principal amount thereof. (b) Payment for and delivery of certificates for the Senior Notes shall be made at the purchase price set forthoffices of Balch & Bingham LLP, in Schedule A hereto. Each class 1901 Sixth Avenue North, Suite 2600, Birmingham, Axxxxxa 30000 xx 10:00 X.X., Xxxxxxx Xxxx, xx Xxxxx 00, 0000 (xxxxxx xxxxxxxxx xx xxcordance with the provisions of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC"Section 10) or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and time, place or date as shall be agreed upon by the Representative and the Company may agree upon in writing. Such (such time and date are of payment and delivery being herein called the "Time Closing Date"). Payment shall be made to the Company by wire transfer in federal funds at the Closing Date against delivery of Delivery." the Senior Notes to the Representative. It is understood that each Underwriter has authorized the Representative, for each Underwriter's account, to accept delivery of, receipt for, and make payment of the principal amount of the Senior Notes which each Underwriter has agreed to purchase. The documents Representative, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the principal amount of the Senior Notes to be delivered at Time of Delivery purchased by or on behalf any Underwriter whose payment has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The delivery of the parties hereto pursuant Senior Notes shall be made in fully registered form, registered in the name of CEDE & CO., to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxThe Depository Trust Company in New York, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location")New York or its designee, and the Offered Securities Underwriters shall accept such delivery. The certificate(s) for the Senior Notes will be delivered at made available for examination by the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m.Representative not later than 12:00 Noon, New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant last business day prior to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to closeClosing Date.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Morgxx Xxxnxxx & Xo. Incorporated (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29November 16, 2000 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx Block, Schoxx xxx Solix-Xxxxx XXX, 666 Xxxxx 250 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.on

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29June 20, 2000 2003 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will The Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Deutsche Bank Securities Inc. and Credit Suisse First Boston LLC (the Representative"Representatives"), for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29December 6, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including 7 hereof and the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxMcKee Nelson LLP, Xxrrxxxxxx & Xutcxxxxx XXXOne Battery Park Plaza, 666 Xxxxx Xxxxxx34th Floor, Xxx XxxxNew York, Xxx Xxxx New Yoxx 00000 (xxe "Closing LocationCloxxxx Xxxxxxxx"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Deliveryxxx xx xxx Xxxx xx Xxxxxxxx. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue and sell the Offered Securities and the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth, forth in Schedule A hereto. Each class of the The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or, on DTC's ’s behalf, with DTC's ’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the RepresentativeRepresentatives, for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account accounts of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29[__________], 2000 200[_] or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "“Time of Delivery." ” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q6(v) hereof, will be delivered at the offices of OrrixxXxxxxxx Xxxx & Xxxxx LLP, Xxrrxxxxxx & Xutcxxxxx XXX, 666 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "the “Closing Location"”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "“New York Business Day" ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Securities Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the The Offered Securities will Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("“DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement”). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Credit Suisse First Boston LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (the Representative“Representatives”), for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29October 26, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "“Time of Delivery." ” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxMxXxx Xxxxxx LLP, Xxrrxxxxxx & Xutcxxxxx XXXOxx Xxxxxxx Xxxx Xxxxx, 666 Xxxxx Xxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "the “Closing Location"”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "“New York Business Day" ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29August 18, 2000 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx Block, Schoxx xxx Solix-Xxxxx XXX, 666 Xxxxx 250 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 9:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.this

Sale and Delivery to the Underwriters Closing. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount number of Offered Initial Securities set forth across from the name of each Underwriter on Schedule I at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or a portion of the Option Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by Ryan Beck as representatxxx xx xxe co-managers and the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. In the event and to the extent the Underwriters elect to purchase the Option Securities as provided herein, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company in accordance with the terms set forth herein and in the Price Determination Agreement, that portion of the number of Option Securities as to which such Underwriter shall have been exercised (as adjusted to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase set forth opposite the name of such Underwriter, Underwriter on Schedule I hereof and at the purchase price set forth, in Schedule A hereto. Each class denomination of which is the maximum numbers of Option Securities that all of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed Underwriters are entitled to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and date as the Representative and the Company may agree upon in writinghereunder. Such time and date are herein called of delivery (the "Time Option Closing Date") shall be determined by Ryan Beck as representatxxx xx xxe co-managers and the Underwriters but shall not be later than five full business days after the exercise of Delivery." The documents said option, nor in any event prior to be delivered at Time of Delivery by or the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on behalf which the notice of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts exercise of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" option shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to closehave been given.

Sale and Delivery to the Underwriters Closing. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount number of Offered Initial Securities set forth across from the name of each Underwriter on Schedule I at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase all or a portion of the Option Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by Ryan Beck as representative of the co-managers and the Underwriters tx xxx Xxxpany setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. In the event and to the extent the Underwriters elect to purchase the Option Securities as provided herein, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company in accordance with the terms set forth herein and in the Price Determination Agreement, that portion of the number of Option Securities as to which such Underwriter shall have been exercised (as adjusted to eliminate fractional shares) determined by multiplying such number of Option Securities by a fraction, the numerator of which is the maximum number of Option Securities which such Underwriter is entitled to purchase set forth opposite the name of such Underwriter, Underwriter on Schedule I hereof and at the purchase price set forth, in Schedule A hereto. Each class denomination of which is the maximum numbers of Option Securities that all of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed Underwriters are entitled to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and date as the Representative and the Company may agree upon in writinghereunder. Such time and date are herein called of delivery (the "Time of Delivery." The documents to Option Closing Date") shall be delivered at Time of Delivery determined by or on behalf Ryan Beck as representative of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities co-managers and any additional documents requested by the Underwriters pursuant bxx xxxxx not be later than five full business days after the exercise of said option, nor in any event prior to Section 6(q) hereof, will be delivered at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m.Time, New York timeas hereinafter defined, nor earlier than the second business day after the date on which the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts notice of the documents to be delivered pursuant to exercise of the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" option shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to closehave been given.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will The Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representative"Representativxx"), for xor the account of each Underwriterox xxxx Unxxxxxiter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29December 6, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including 7 hereof and the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxMcKee Nelson LLP, Xxrrxxxxxx & Xutcxxxxx XXXOne Battery Park Plaza, 666 Xxxxx Xxxxxx34th Floor, Xxx XxxxNew York, Xxx Xxxx New Yoxx 00000 (xxe "Closing LocationCloxxxx Xxxxxxxx"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Deliveryxxx xx xxx Xxxx xx Xxxxxxxx. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Securities Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Securities Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the The Offered Securities will Notes shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities Notes in book-entry form to Deutsche Bank Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the Representative"Representatives"), for the account of each Underwriter, against payment by the Representative Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities Notes to the account of the Representative Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29May 24, 2000 2005 or such other time and date as the Representative Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, Notes will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties heretohereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Deutsche Bank Securities Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29December 4, 2000 2003 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Barclays Capital Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29August 15, 2000 2003 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Barclays Capital Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29July 18, 2000 2002 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Securities and agrees to sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will shall be represented initially by one or more definitive global certificates registered in registered form which will be deposited by or on behalf the name of the Company with Cede & Co., as nominee for The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement). The Company will cause the Issuer to transfer the Offered Securities in book-entry form to Barclays Capital Inc. (the "Representative"), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 10:00 a.m., New York City time, on March 29February 25, 2000 2003 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for 7 hereof and the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx XXXBlock, 666 Xxxxxx and Xxxxx-Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe the "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 43, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject The several ---------------------------------------------- commitments of the Underwriters to purchase Offered Certificates pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the . The Company agrees to issue and sell the Offered Securities to each of the UnderwritersUnderwriter, severally and not jointly, and each of the Underwriters agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, the respective original principal amount amounts of the Offered Securities Certificates set forth in the applicable Terms Agreement opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class plus any additional original principal amount of the Offered Securities will be represented initially by one or more definitive global certificates in registered form Certificates which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) may be obligated to purchase pursuant to Section 11 hereof. Delivery of, and payment of the purchase price therefor for, the Offered Certificates shall be made at the office of Xxxxxxx & Xxxxx L.L.P., 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, or at such other place as shall be agreed upon by wire transfer you and the Company, at 10:00 A.M. on the date set forth in the applicable Terms Agreement, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available or next day funds as specified in the Terms Agreement, payable to or upon the order of the Company in federal (same day) funds (Company, against delivery to such account or you for the respective accounts as of the Company shall designate), by causing DTC to credit Underwriters of the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above Certificates to be made available to the Representative for checking purchased by them. Such Certificates shall be in such denominations and registered in such names as you may request in writing at least 24 hours two business days prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office")Closing Time. The time parties hereto agree that settlement for all securities sold pursuant to this Agreement shall take place on the terms set forth herein and date of such delivery and payment shall be 9:00 a.m., New York City time, on March 29, 2000 or such other time and date not as the Representative and the Company may agree upon set forth in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf Rule 15c6-1(a) of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to closeExchange Act.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue and sell the Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyIssuer, the principal amount of Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company Issuer with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Offered Securities in book-entry form to the Representative, for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the account of the Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 9:00 [9:00] a.m., New York City time, on March 29[__________], 2000 or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of OrrixxWolf, Xxrrxxxxxx & Xutcxxxxx Block, Schoxx xxx Solix-Xxxxx XXX, 666 Xxxxx 250 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "Closing Location"), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close.