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

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 Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.261% of their principal amount. One or more global certificates in book-entry form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, 71 X. Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York time, on June 26, 2012, or at such other place, time or date as the Underwriters, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representationsThe Depositor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees Notes to issue and sell to the each of the Underwriters, and the Underwriters, acting severally and not jointly, agree who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the Notes in the respective principal amounts amount of the Notes set forth on opposite the name of such Underwriter in Schedule I hereto from A hereto. At the Company at 99.261% time of their principal amount. One or more global certificates in book-entry form for issuance of the Notes that Notes, the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Mortgage Loans will be sold by the Underwriters request upon notice Depositor to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Servicer will be obligated, shall under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by or on behalf of the Company Depositor to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer each Underwriter (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes which delivery shall be made through the facilities of the The Depository Trust CompanyCompany (“DTC”)) against payment of the purchase price percentage therefor, or set forth on Schedule A hereto, by such means as the parties hereto shall agree prior a same day federal funds wire payable to the Closing DateDepositor, as directed by the Sponsor. Such delivery of and payment for the Notes Settlement shall be made take place at the offices of Xxxxx Xxxxx Xxxxxxxxxx, LLP, 71 X. Xxxxxx1301 Avenue of the Americas, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000-0000, at 10:00 A.M., New York timea.m. (E.S.T.), on June 26January 30, 2012, 2007 or at such other place, time or date thereafter as the Underwriters, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Depositor determine (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Company Notes will make be prepared in definitive form and in such global certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Depositor agrees to have the Notes available for checking inspection and packaging review by the Underwriters at in New York City not later than 1:00 p.m. (E.S.T.) on the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, Initial Purchasers and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261100.00% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahill Gordon & Reindel, 71 X. Xxxxxx80 Pine Street, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M.New York, New York timeat 10:00 A.X., on June 26Xxx Xxxx tixx, 2012xx Dexxxxxx 0, or at such other place0000, xx xx xxxx xxxxx xlace, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahixx Xxxxxx & Xeinxxx, 71 X. 00 Pxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 at Xxx Xxxx xx 10:00 A.M., New York time, on June 26November , 20121997, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Alex. Browx Xxxorporated in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Alex. Browx Xxxorporated may designate, at least 24 hours 10:00 A.M. on the last Business Day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.0% of their principal amount. One or more global certificates in book-entry definitive form for the Firm Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. 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 Xxxxx Xxxxx Xxxx & Xxxxxxxx LLP, 71 X. Xxxxxx000 Xxxxxxxxx Xxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26November 21, 20122014, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Firm Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesXxxx & Xxxxxxxx LLP in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 99.261100% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available 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. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPWhite & Case, 71 X. Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26October 23, 20121996, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the Notes available for checking inspection and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo Securitiesthe Initial Purchaser in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261100% of their principal amount less an Initial Purchasers' fee of 2.25% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahill Gordon & Reindel, 71 X. Xxxxxx80 Pine Street, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M.New York, New York timeat 10:00 X.X., on June 26Xxx Xork xxxx, 2012xn Jxxx 00, or at such other place0000, xx xx xxxx xxxxx xxxce, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company and the Subsidiary Guarantors at 99.26197.234% of their principal amount, plus accrued interest, if any, from October 4, 2010 to the Closing Date. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx Xxxxxx & Xxxxxxx llp, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26October 4, 20122010, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBAS in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BAS 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto Securities from the Company Company, at 99.261a purchase price of 97.50% of their principal amount, plus pre-issuance accrued and unpaid interest from August 1, 2014 to the Closing Date. One or more global certificates in book-entry global form in the name of the nominee for The Depository Trust Company for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, for the account of the Initial Purchaser and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 and the Guarantors to the UnderwritersTrustee, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchaser no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26November 24, 20122014, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC 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 and the Subsidiary Guarantor agree to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261a price equal to 97.892% of their principal amount, plus accrued interest, if any, from September 20, 2019 to the Closing Date. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, 71 X. XxxxxxNew York, Xxxxxxx, Xxxxxxxx 00000 New York at 10:00 A.M.a.m., New York time, on June 26September 20, 2012, 2019 or at such other place, time or date as the Underwriters, 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 Guarantor will make such global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, 4 Xxxxx Fargo SecuritiesXxxxxx, LLC in CharlotteXxx Xxxx, North CarolinaXxx Xxxx 00000, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.26199.306% of their principal amountamount plus accrued interest from April 11, 2006 to the Closing Date, less the Initial Purchaser's fee of (euro)6,454,890. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Cxxxxx Xxxxxx & Rxxxxxx LLP, 71 X. XxxxxxAxxxxxxxx House, Xxxxxxx6A Austin Friars, Xxxxxxxx 00000 London, England EC2N 2HA at 10:00 A.M., New York London time, on June 26April 11, 20122006, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agree agrees to purchase from the Company the Notes at 97% of their principal amounts, in the respective principal amounts set forth opposite its name on Schedule I hereto from the Company at 99.261% of their principal amount2 hereto. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon notice to the Company at least 36 thirty-six (36) hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchasers on the Closing Date, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. The Notes will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. For purposes of Rule 15c6- 1 under the Exchange Act, the Closing Date shall be the date for payment of funds and delivery of securities for all the Notes sold pursuant to the offering of the Notes. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, 71 X. Winston & Xxxxxx, Xxxxxxx00 Xxxx Xxxxxx Xxxxx, Xxxxxxxx 00000 Chicago, Illinois, at 10:00 A.M., New York Chicago time, on June 26July 31, 20121998, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesWinston & Xxxxxx in Chicago, LLC in Charlotte, North CarolinaIllinois, or at such other place as Xxxxx Fargo Securities, LLC BancAmerica Xxxxxxxxx Xxxxxxxx may designate, at least 24 twenty-four (24) hours prior to the Closing Date. The Company hereby agrees to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Notes.

Purchase, Sale and Delivery of the Notes. (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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from ---------- the Company Company, at 99.26197% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available 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. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx Xxxxxx & Xxxxxxx, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26May 7, 20121996, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Securities Corporation in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Securities Corporation 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 Issuers agree (i) to issue and sell to the Underwriters2027 Initial Purchasers, and the Underwriters2027 Initial Purchasers, acting severally and not jointly, agree to purchase the 2027 Notes in the respective principal amounts set forth on Schedule I 1A hereto from the Company Issuers at 99.26199.25% of their principal amount and (ii) to issue and sell to the 2029 Initial Purchasers, 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 global certificates in book-entry global form for each of the 2027 Notes and the 2029 Notes that the Underwriters 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 Underwriters 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 UnderwritersTrustee, 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 Purchasers through the facilities of DTC, against payment by or on behalf of the Underwriters such Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx & Xxxxxx L.L.P., 71 X. 0000 Xxxxxx Xxxxxx, XxxxxxxSuite 2500, Xxxxxxxx 00000 Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on June 26January 17, 20122019, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I SCHEDULE 1 hereto from the Company at 99.26197.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available 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. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxxx Xxxx & Xxxxxxxxx, 71 X. 000 Xxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 2616, 20121999, or at such other place, time or date as the UnderwritersInitial 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"CLOSING DATE.” " The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261a price equal to 97.599% of their principal amount, plus accrued interest, if any, from October 7, 2020 to the Closing Date. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 71 X. XxxxxxNew York, Xxxxxxx, Xxxxxxxx 00000 New York at 10:00 A.M.a.m., New York time, on June 26October 9, 2012, 2020 or at such other place, time or date as the Underwriters, 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 Guarantor will make such global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesSkadden, LLC in CharlotteArps, North CarolinaSlate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26199.239% of their principal amount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes that the Underwriters have agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 71 X. 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26November 13, 20122013, or at such other place, time or date as the UnderwritersRepresentatives, 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 global certificate or certificates for representing the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesXxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26199.25% of their principal amountamount plus 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 global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters of the purchase price Initial Purchasers therefor by wire transfer (immediately available same day funds), ) to such account or accounts as the Company shall specify prior to in the Closing Date. Delivery amount of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date$24,812,500. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26May 20, 20122013, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26198.735% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxxxxx & Xxxxx LLP, 71 Citigroup Center, 000 X. 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 at 10:00 A.M., New York time, on June 26May 14, 20122004, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Company, $20,000,000 aggregate principal amount of Notes at 99.261a purchase price equal to 100% of their the aggregate principal amountamount of Notes being issued and sold. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Datetherefor. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPAndexxxx Xxxl & Olick, 71 X. XxxxxxP.C., Xxxxxxx1251 Xxxxxx xx xxx Xxxxxxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 at xx 10:00 A.M.a.m., New York City time, on June 26December 1, 20121997, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the such Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo SecuritiesJeffxxxxx & Xompany, LLC Inc. in CharlotteLos Angeles, North Carolina, California or at such other place as Xxxxx Fargo Securities, LLC 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 Issuers agree to issue and sell to the UnderwritersInitial Purchasers, and the Underwriterseach Initial Purchaser, acting severally and not jointly, agree agrees to purchase from the Issuers the principal amount of Notes in the respective principal amounts set forth opposite its name on Schedule I 1 hereto from the Company at 99.26197% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have each Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request each Initial Purchaser requests upon notice to the Company Issuers, at least 36 hours prior to the Closing Date, Date shall be delivered by or on behalf of the Company Issuers to the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), ) to such account or accounts as the Company Issuers shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx White & Case LLP, 71 X. Xxxxxx1155 Xxxxxx xx xxx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 at xx 10:00 A.M., New York time, on June 26February 9, 20122000, or at such other place, time or date as the UnderwritersInitial 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 Issuers will make such global certificate or certificates for the Notes available for checking inspection and packaging by the Underwriters each Initial Purchaser at the offices of Xxxxx Fargo SecuritiesDB in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Initial Purchasers may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26199.000% of their principal amount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes that the Underwriters have agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 71 X. 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26December 10, 20122010, or at such other place, time or date as the UnderwritersRepresentatives, 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 global certificate or certificates for representing the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesXxxxxxx Xxxxxxx & Xxxxxxxx LLP in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.75% of their principal amount. Payment for the Notes on the Closing Date shall be at the price set forth in the prior sentence. One or more global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters of the purchase price Initial Purchasers therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to Escrow Account in the Closing Date. Delivery amount of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date$171,062,500. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26April 3, 20122013, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree (i) to issue and sell to the Underwriters2025 Initial Purchasers, and the Underwriters2025 Initial Purchasers, acting severally and not jointly, agree to purchase the 2025 Notes in the respective principal amounts set forth on Schedule I 1A hereto from the Company Issuers at 99.26199.25% of their principal amount and (ii) 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 1B hereto from the Issuers at 99.25% of their principal amount. One or more global certificates in book-entry global form for each of the 2025 Notes and the 2027 Notes that the Underwriters 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 Underwriters 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 UnderwritersTrustee, 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 Purchasers through the facilities of DTC, against payment by or on behalf of the Underwriters such Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company Partnership shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx & Xxxxxx L.L.P., 71 X. 0000 Xxxxxx Xxxxxx, XxxxxxxSuite 2500, Xxxxxxxx 00000 Houston, Texas at 10:00 A.M., New York 9:00 A.M. Houston time, on June 26October 6, 20122016, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company Company, at 99.261a purchase price of 99.000% of their principal amount. One or more global certificates in book-entry global form in the name of the nominee for The Depository Trust Company for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersRepresentative, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchasers no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. Xxxxxx00 Xxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26May 25, 20122021, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26198.325% of their principal amount. One or more global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 80 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 at Xxx Xxxx xt 10:00 A.M., New York time, on June 26March 30, 20122004, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesX.X. Xxxxxx Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC X.X. Xxxxxx Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.00% of their principal amount. One or more global certificates in book-entry definitive form for the Firm Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. 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 Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26May 21, 20122013, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Firm Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company Company, at 99.26198.878% of their principal amountamount plus accrued interest from March 1, 1997. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCravath, 71 X. Swaine & Xxxxx, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M.a.m., New York time, on June 26March 10, 20121997, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBear, LLC Xxxxxxx & Co. Inc. in CharlotteNew York, North CarolinaNew York, or at such other place as Xxxxx Fargo SecuritiesBear, LLC Xxxxxxx & Co. Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriterseach Initial Purchaser agrees severally, acting severally and but not jointly, agree to purchase from the Company, the principal amount of Notes in the respective principal amounts set forth opposite such Initial Purchaser's name on Schedule I hereto from the Company at 99.26199.448% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxx LLP, 71 X. Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 at 10:00 A.M.a.m., New York time, on June 26January 21, 20121998, or at such other place, time or date as the UnderwritersInitial 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"CLOSING DATE.” " The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Securities Corporation in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Securities Corporation 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26198.25% of their principal amountamount plus accrued interest, if any, from October 20, 2010 to the Closing Date. One or more global certificates in book-entry definitive form or global form for the Notes Securities that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the UnderwritersRepresentative, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Cxxxxx Xxxxxx & Rxxxxxx LLP, 71 X. 80 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26October 20, 20122010, or at such other place, time or date as the UnderwritersRepresentative, 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 Guarantors will make such global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters Representative at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase from the Company the Notes in the respective principal amounts set forth on in Schedule I hereto from the Company at 99.26198.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPKirkxxxx & Xllix, 71 X. Xxxxxx000 Xxxx Xxxxxxxx Xxxxx, XxxxxxxChicago, Xxxxxxxx 00000 Illinois 60601, at 10:00 9:00 A.M., New York Chicago time, on June 2612, 20121997, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Securities Corporation in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Securities Corporation 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 Issuers agree to issue and sell to the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Issuers, at 99.26151.595% 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 global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request each Initial 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 UnderwritersHoldings, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (of immediately available funds), to such account or accounts as the Company shall specify prior funds to the Closing Date. Delivery account of the Notes shall be made through the facilities of the Depository Trust Company, or 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 Xxxxx Xxxxx LLPXxxxxxxx & Xxxxx, 71 X. 000 Xxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, at 10:00 A.M.9:00 a.m., New York time, on June 26March 18, 20121999, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging inspection by the Underwriters Initial Purchasers at the offices in New York, New York of Xxxxxxxx & Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers agree, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes set forth opposite their respective names on Schedule 1 hereto at 99.26197% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Underwriters request Initial Purchasers 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters such Initial Purchasers of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPWhite & Case on December 10, 71 X. Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York time, on June 26, 20121997, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking inspection and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or Initial Purchasers at such other place as Xxxxx Fargo Securities, LLC may designate, designated by the Initial Purchasers 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 UnderwritersInitial Purchasers, and the Underwriters, acting severally and not jointly, Initial Purchasers agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Company, the Notes, at 99.26197.25% of their principal amountamount as set forth in Schedule II. In addition, the Initial Purchasers may, upon written notice (the “Notice”) given to the Company at any time (but not more than once) on or before the thirtieth (30th) day subsequent to the date of this Agreement, purchase all or less than all of the Optional Notes at the purchase price of the Notes. The Company agrees to sell to the Initial Purchasers the aggregate principal amount of Optional Notes specified in the Notice and the Initial Purchasers agree to purchase such Optional Notes. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial Purchasers request upon written notice to the Company at least 36 48 hours prior to the Closing Date or the Additional Closing Date, as the case may be, shall be delivered by or on behalf of the Company to the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers, of the purchase price therefor therefore by wire transfer (of immediately available funds), funds to such the account or accounts as of the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or 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 Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000, with respect to the Firm Notes, at 10:00 9:00 A.M., New York time, on June 26August 12, 20122003, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers 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,” and with respect to the Optional Notes, such time and date determined by the Initial Purchasers which may be the same time and date as the Closing Date but shall not be earlier than the Closing Date, such time and date of delivery against payment being herein referred to as the “Additional Closing Date.” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices in New York, New York of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, CIBC World Markets Corp. at least 24 hours prior to the Closing Date or the Additional Closing Date, as the case may be.

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 Acquisition agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriterseach Initial Purchaser, acting severally and not jointly, agree agrees to purchase from Acquisition, the Notes Notes, in the respective principal amounts set forth on Schedule I hereto from the Company 1 hereto, at 99.261a purchase price of ---------- 97% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersAcquisition, against payment by or on behalf of the Underwriters Initial Purchasers, of the purchase price therefor by wire transfer (of immediately available funds), to such account or accounts as the Company shall specify prior funds to the Closing Date. Delivery account of the Notes shall be made through the facilities of the Depository Trust Company, or 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 Xxxxx Xxxxx Milbank, Tweed, Xxxxxx & XxXxxx LLP, 71 X. Xxxxxx0 Xxxxx Xxxxxxxxx Xxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx 00000-1413, at 10:00 A.M.9:00 a.m., New York time, on June 26April 7, 20122000, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices in New York, New York of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, CIBC World Markets Corp. 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 Underwriters, $150,000,000 aggregate principal amount of Notes and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Notes at 99.261a purchase price equal to 97.757% of their the principal amountamount of the Notes. One or more global certificates Certificates in book-entry definitive form as instructed by the Initial Purchasers for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of the Underwriters such Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (immediately available funds), to such account or accounts as the Company shall specify prior “Wired Funds”) to the Closing Date. Delivery account of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Shearman & Sterling LLP, 71 X. 000 Xxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26March 7, 20122007, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will make such global certificate or certificates for each of the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices in New York, New York of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) 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 Underwriters$120,000,000 aggregate principal amount of Notes, and the UnderwritersInitial Purchaser, acting severally and not jointly, agree agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes at 99.261a purchase price equal to 100.50% of their the principal amountamount thereof (the “Purchase Price”). One or more global certificates in book-entry definitive form for or global form, as instructed by the Notes that the Underwriters have agreed to purchase hereunderInitial Purchaser has, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser 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 Underwriters Initial Purchaser of the purchase price Purchase Price therefor by wire transfer (in immediately available funds), to such account or accounts as the Company shall specify prior funds to the Closing Date. Delivery account of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCxxxxx Xxxxxx & Rxxxxxx LLP (“Counsel for the Initial Purchaser”), 71 X. 80 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000 at 10:00 A.M., New York City time, on June 26April 2, 20122007, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging examination by the Underwriters Initial Purchaser at the New York, NY offices of Xxxxx Fargo SecuritiesCounsel for the Initial Purchaser not later than 10:00 A.M., LLC in Charlotte, North Carolina, or at such other place as Xxxxx Fargo Securities, LLC may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.26196.50 % of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (of immediately available funds), funds payable to such account or accounts account as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, 71 X. Xxxxxx, McDexxxxx Xxxl & Emerx 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 at 10:00 Xxxxxxxx, xx 9:00 A.M., New York Chicago time, on June 26October 14, 20121997, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo SecuritiesPaineWebber Incorporated in New York, LLC in Charlotte, North Carolina, New York or at such other place as Xxxxx Fargo Securities, LLC PaineWebber Incorporated 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto opposite the name of such Initial Purchaser from the Company at 99.261a purchase price equal to: (i) 99.550% of their the principal amount, thereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Floating Rate Notes, and (ii) 98.778% of the principal amount thereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Fixed Rate Notes. One or more global certificates in book-entry definitive global form for the Notes of each series that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available of same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of of, and payment for for, the Notes shall be made at the offices of Xxxxx Xxxxx LLPSidley Austin llp, 71 X. 000 Xxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26July 2, 20122014, or at such other place, time or date as the UnderwritersInitial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, upon (such time and date of delivery against payment being herein referred to as the “Closing Date.” ”). The Company will make such global certificate or certificates for the Notes of each series available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesSidley Austin llp in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Regulation S (the “Offered Regulation S Notes”) in the form of one or more permanent global Notes in registered form without interest coupons (collectively, the “Regulation S Global Note”), which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Rule 144A under the Act (the “Offered Rule 144A Notes”) in the form of one or more permanent global Notes in registered form (collectively, the “Rule 144A Global Note”), which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Note(s) and the Rule 144A Global Note(s) for each series of Notes shall be assigned separate CUSIP and ISIN numbers and shall include the legend regarding restrictions on transfer substantially as set forth under “Notice to Investors” in the Offering Memorandum.

Purchase, Sale and Delivery of the Notes. (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 Issuers agree to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Notes in Issuers, the respective principal amounts of Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto from the Company at 99.261a purchase price equal to 97.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 Issuers to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx Xxxxx LLP, 71 X. Xxxxxx0000, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York time, on June 26May 5, 20121998, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 Issuers will make such global ------------ certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo Securitiesthe Initial Purchaser in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC 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, MergerCo and, at and as of the Company agrees Effective Time, EHI and the Subsidiary Guarantor agree to issue and sell to the UnderwritersInitial Purchaser, and the UnderwritersInitial Purchaser agrees to purchase, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Securities at 99.26197% of their principal amount. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered regis- tered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (of immediately available funds), funds to such account or accounts as the Company MergerCo shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. 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 Xxxxx Xxxxx Xxxxxx Xxxx & Xxxxxxxx, LLP, 71 X. 000 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 9:00 A.M., New York time, on June 26February 3, 20121998, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 Date"CLOSING DATE.” The Company " MergerCo will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of BT Alex. Xxxxx Fargo SecuritiesIncorporated in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as BT Alex. Xxxxx Fargo Securities, LLC Incorporated 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.50% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26March 18, 20122005, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahill Gordon & Reindel, 71 X. Xxxxxx80 Pine Street, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M.New York, New York timeat 9:00 A.X., on June 26Xxx Xxxx timx, 2012xx Xarxx 00, or at such other place0000, xx xx xxxx xxxxx xxxxe, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements 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 Underwriterseach Underwriter, and the Underwriterseach Underwriter, acting severally and not jointly, agree agrees to purchase from the Company, the principal amount of Notes in the respective principal amounts set forth on opposite the name of such Underwriter in Schedule 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 99.261a purchase price of 99.00% of their the principal amountamount thereof, plus accrued interest from June 1, 2010 to the Closing Date (as defined below). One or more global certificates in book-entry form for the Notes that the The Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 Underwriters, against payment by or on behalf of the Underwriters $382,872.67. Payment of the purchase price therefor by wire transfer (immediately available funds)for, to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such and delivery of and payment for certificate(s) for, the Notes shall be made at the offices of Xxxxx Xxxxx LLPUBS Securities LLC, 71 X. 000 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx, at 10:00 A.M., a.m. New York time, on June 2618, 2012, 2010 or at such other place, time or and date thereafter as the Underwriters, 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 global 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 Underwriters 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 Xxxxx Fargo SecuritiesCede & Co., LLC in Charlotte, North Carolinaas nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as Xxxxx Fargo Securities, LLC 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. (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 Invifin agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Invifin, at 99.261100% of their principal amountamount plus accrued interest to the Closing Date. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company Invifin at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Invifin to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available same day funds), net of the overnight cost of such funds, to such account or accounts as the Company Invifin shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx Xxxxxx & Xxxxxxx, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26March 25, 20121997, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the CompanyInvifin, 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 " Holdings will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo SecuritiesBT Securities Corporation in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Securities Corporation may designate, at least 24 hours prior to the Closing Date. Invifin shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Purchase, Sale and Delivery of the Notes. (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 LNR agrees to issue and sell to the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers agrees severally, acting severally and but not jointly, agree to purchase from LNR, the Notes in the respective principal amounts set forth opposite such Initial Purchaser's name on Schedule I hereto from the Company hereto, at 99.26197.059% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (of immediately available funds), funds payable to such account or accounts account as the Company LNR shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPWillxxx Xxxx & Xallxxxxx, 71 X. Xxe Citicorp Center, 153 Xxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 at Xxx Xxxx 00000, xx 10:00 A.M., New York time, on June 26March 24, 20121998, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Alex. Xrowx Xxxorporated in New York, LLC in Charlotte, North Carolina, New York or at such other place as Xxxxx Fargo Securities, LLC the Initial Purchasers 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26198.156% of their principal amount. One or more global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26March 9, 20122004, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesXxxxxx Brothers Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the UnderwritersInitial Purchasers, and the Underwriterseach Initial Purchaser severally, acting severally and not jointly, agree agrees to purchase the Notes in purchase, the respective principal amounts amount of Notes set forth opposite its name on Schedule I hereto from the Company at 99.26198.00% of their principal amountamount (the “Purchase Price”). One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchasers 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company Issuer shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, 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 Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26April 30, 20122010, or at such other place, time or date as the Underwriters, on the one hand, Initial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agree agrees to purchase the Notes in the respective principal amounts set forth on Schedule I SCHEDULE 1 hereto from the Company at 99.26197.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available 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. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPXxxxxx Xxxxxx & Xxxxxxx, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26November 25, 20121996, or at such other place, time or date as the UnderwritersInitial 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"CLOSING DATE.” " The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesBT Securities Corporation in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC BT Securities 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. (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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.261a purchase price of 95.945% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, or the Trustee as custodian for the Depository Trust Company, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Xxxxx at 10:00 A.M., New York Central time, on June 26July 6, 20122015, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.26157.13% of their principal amountamount at maturity. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available 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. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26February 4, 20122004, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the its offices of Xxxxx Fargo Securitiesin New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC 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 Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.26199.309% of their principal amount. One or more global certificates in book-entry form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Sidley Austin LLP, 71 X. Xxxxxx000 Xxxxxxx Xxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx, 00000 at 10:00 A.M., New York time, on June 26March 25, 20122008, or at such other place, time or date as the Underwriters, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I II attached hereto from the Company at 99.26197.0% of their principal amount. One or more global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxx LLP, 71 X. Xxxxxx0000 Xxxxxx xx Xxxxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26, 20122003, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.261107% of their principal amountamount plus accrued interest from and including July 1, 2004, less the Initial Purchaser's fee of euro 1,444,500.00. One or more global certificates in book-entry definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahill Gordon & Reindel LLX, 71 X. Xxxxxxxxx Hoxxx, 0A Austix Xxxxxx, XxxxxxxLondon, Xxxxxxxx 00000 England EC2N 2HA at 10:00 A.M., New York London time, on June November 26, 20122004, or at such other place, time or date as the UnderwritersInitial Purchaser, 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1, hereto from the Company Com- pany at 99.26158.84% of their principal amountamount at maturity of the Senior Discount Notes. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxxxx Xxxx & Xxxxx LLP, 71 X. 000 Xxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26February 20, 20121998, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of BT Alex. Xxxxx Fargo SecuritiesIncorporated in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as BT Alex. Xxxxx Fargo Securities, LLC Incorporated 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 and the Subsidiary Guarantors agree to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261a price equal to 99.114% of their principal amount, plus accrued interest, if any, from July 12, 2016 to the Closing Date. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, 71 X. XxxxxxNew York, Xxxxxxx, Xxxxxxxx 00000 New York at 10:00 A.M., New York time, on June 26July 12, 2012, 2016 or at such other place, time or date as the Underwriters, 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 global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesJ.X. Xxxxxx Securities LLC, LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated and Credit Agricole Securities (USA) Inc. in CharlotteNew York, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I II attached hereto from the Company at 99.26198.50% of their principal amountamount (i.e., a discount of $3,750,000). One or more global certificates in book-entry global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, 71 X. Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 Xxxxxx Xxxxxx & Xxxxxxx LLP at 10:00 A.M.9:00 a.m., New York time, on June 26May 9, 20122015, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26199.0% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLPCahill Gordon & Reindel llp, 71 X. Xxxxxx80 Pine Street, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M.New York, New York timeat 9:00 X.X., Xxx Xork xxxx, on June 26May 00, 20120000, or at such other placexx xx xxxx xxxxx xxxxx, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.261a price equal to 98.629% of their principal amount, plus accrued interest, if any, from March 10, 2021 to the Closing Date. One or more global certificates in book-entry definitive form for the Notes Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxx Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 71 X. XxxxxxNew York, Xxxxxxx, Xxxxxxxx 00000 New York at 10:00 A.M.a.m., New York time, on June 26March 10, 2012, 2021 or at such other place, time or date as the Underwriters, 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 Guarantor will make such global certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters at the offices of Xxxxx Fargo SecuritiesSkadden, LLC in CharlotteArps, North CarolinaSlate, Xxxxxxx & Xxxx LLP, Xxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Xxxxx Fargo Securities, LLC the Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 99.26197.75% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (immediately available same day funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 71 X. 00 Xxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 Xxx Xxxx at 10:00 A.M., New York time, on June 26March 21, 20122018, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc. in New York, LLC in Charlotte, North CarolinaNew York, or at such other place as Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers agrees, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes set forth opposite its name on Schedule 1 hereto at 99.26196.75% of their principal amount. One or more global certificates in book-entry definitive form for the Notes that each of the Underwriters have Initial Purchasers has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Underwriters request Initial Purchasers 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters such Initial Purchaser of the purchase price therefor by wire transfer (immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Weil, Gotshal & Xxxxxx L.L.P., 000 Xxxxx Xxxxx LLP, 71 X. Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx 00000 XX at 10:00 A.M., New York time, on June 2625, 20121997, or at such other place, time or date as the UnderwritersInitial 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 global certificate or certificates for the Notes available for checking inspection and packaging by the Underwriters at the offices of Xxxxx Fargo Securities, LLC in Charlotte, North Carolina, or Initial Purchasers at such other place as Xxxxx Fargo Securities, LLC may designate, designated by the Initial Purchasers at least 24 hours prior to the Closing Date.