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

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.0369% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20, 2014, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the CompanyCompany on the Closing Date (as hereinafter defined), at a purchase price of 99.036999.3305% of the principal amount of the Notes, plus interest from and including June 14, 2016 to but excluding the Closing Date, the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20June 14, 20142016, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees Issuers agree to sell to each of the several Initial Purchasers, and each of the Initial Purchasers agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of 99.0369% of the principal amount thereof (the “Purchase Price”), the principal amount of the Notes as set forth opposite the names of the several Initial Purchasers in Schedule A hereto, in each case plus accrued interest from April 26, 2013 to the Closing Date (as defined below). The Company On the Closing Date, the Issuers will deliver against payment of the purchase price Purchase Price the Notes to be offered and sold by the Initial Purchasers hereunder in reliance on Regulation S (and in reliance on Rule 144A under the “Regulation S Securities”) Securities Act to the accounts of the Initial Purchasers in the form of one or more permanent global securities (the “Global Securities”) in registered form without interest coupons (the “Regulation S Global Securities”) attached which will be deposited with the Trustee Trustee, in its capacity as custodian for The Depository Depositary Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for of DTC. The Company will deliver against payment of the purchase price Payment for the Notes to be purchased offered and sold by each Purchaser hereunder the Initial Purchasers in reliance on Regulation S (the “Regulation S Securities”) and the Notes to be offered and sold by each Initial Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Initial Purchasers in Federal (same same-day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxxx LLP at 9:00 a.m. 10:00 A.M. (Eastern New York time), on May 20April 26, 2014, 2013 or at such other time not later than five (5) seven full business days thereafter as the Representative and the Company Issuers determine, such date and time being herein referred to as the “Closing Date,” ”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxx & Xxxx Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.036998.85% of the principal amount of the Notes, plus interest from and including February 1, 2013 to but excluding the Closing Date (as hereinafter defined), the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20February 1, 20142013, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions set forth herein, the Company Issuer agrees to sell to each of the Purchasers, Initial Purchaser and each of the Purchasers agrees, severally and not jointly, Initial Purchaser agrees to purchase from the Company, at a purchase price of 99.0369% of the principal amount of Issuer the Notes at the respective purchase prices and the Initial Note Balances set forth opposite the names of the several Purchasers in Schedule Exhibit A attached hereto. . (b) The Company Issuer will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers Initial Purchaser in reliance on Regulation S (the “Regulation S SecuritiesNotes”) in the form of one or more permanent temporary global securities notes in registered form without interest coupons (the “Regulation S Global SecuritiesNotes”) which will be deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Notes to be purchased by each the Initial Purchaser hereunder and to be offered and sold by each the Initial Purchaser in reliance on Rule 144A under the Securities Act (the “144A SecuritiesNotes”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Rule 144A Global SecuritiesNotes”) deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes shall be assigned separate CUSIP numbers. The Restricted Rule 144A Global Securities Notes shall include the legend regarding restrictions on transfer set forth under “Transfer RestrictionsTRANSFER RESTRICTIONS” in the Final Offering CircularDocument. Until the termination of the distribution compliance period (as defined in Regulation S) Restricted Period with respect to the offering of the Notes, interests in the Regulation S Global Securities Notes may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg Clearstream or DTC, as the case may be, except in the limited circumstances described in permitted by the Final Offering Circular. Indenture. (c) Payment for the Regulation S Securities and the 144A Securities Notes shall be made by the Purchasers Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to Initial Purchaser and designated by the order of the Company at the office of SkaddenIssuer on October 15, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 000002009 (or, at 9:00 a.m. (Eastern time), on May 20, 2014, or at such other time not later than five (5) seven full business days Business Days thereafter as the Representative Initial Purchaser and the Company Issuer determine, such time being herein referred to as the “Closing Date,” ”) against delivery to the Trustee Indenture Trustee, in its capacity as custodian custodian, for DTC of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg Clearstream and (ii) the Restricted Rule 144A Global Securities Notes representing all of the 144A SecuritiesNotes. The Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes will be made available for checking inspection at the above New York office of Skadden, Arps, Slate, Xxxxxxx Xxxxx & Xxxx XxXxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, ------------------------------------ representations warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each of the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the Company, at a purchase price Company the respective principal amounts of 99.0369% of the principal amount each Class of the Notes set forth opposite the names of the several Purchasers in Underwriters on Schedule A hereto, at a purchase price of, in the case of (i) the Class A-1 Notes, [ ]% of the principal amount thereof; (ii) the Class A-2 Notes, [ ]% of the principal amount thereof; (iii) the Class A-3 Notes, [ ]% of the principal amount thereof; [in each case plus the accrued interest at the applicable Note Interest Rate from ___, 1999] and (iv) the Class A-4 Notes, [ ]% of the principal amount thereof, plus in each case, accrual interest at the applicable Note Interest Rate from [ ], 1999. On the basis of the representations warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company also agrees to sell and the Representative agrees to purchase from the Company, the aggregate principal amount of the Certificates set forth on Schedule A hereto at a purchase price of [ ]% of the principal amount thereof. The Company will deliver against payment of the purchase price price, the Notes to be offered of each Class and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) Certificates, each in the form of one or more permanent global securities in registered definitive form without interest coupons (the “Regulation S "Global Securities”Notes" or "Global Certificates," as the case may be) which will be [deposited with the Trustee Indenture Trustee] as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities Global Notes or Global Certificates will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering CircularProspectus. Payment for the Regulation S Securities Notes and the 144A Securities Certificates shall be made by the Purchasers Underwriters in Federal (same day) funds by official check or checks at the offices of Mc-Guire, Woods, Battle & Xxxxxx LLP, 000 Xxxx Xxxx Xxxxxx, Richmond, Virginia 23219 or by wire transfer to an account at a bank acceptable in New York previously designated to the Representative drawn to the order of by the Company at the office of Skadden10:00 a.m., Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern New York time), on May 20[ ], 20141999, or at such other time not later than five (5) seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date,” ", against delivery to [the Trustee Indenture Trustee] as custodian for DTC of (i) the Regulation S Global Securities Notes and the Global Certificates representing all of the Regulation S Securities for Notes and the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A SecuritiesCertificates. The Regulation S Global Securities Notes and the Restricted Global Securities Certificates will be made available for checking at the above office of SkaddenXxXxxxx Xxxxx, Arps, Slate, Xxxxxxx Battle & Xxxx Xxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and the conditions herein set forth hereinforth, the Company agrees and the Guarantor agree to sell to each of the PurchasersUnderwriter, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantor, at a purchase price of 99.0369% of the respective principal amount of the Notes set forth opposite the names name of such Underwriter in Schedule I at a purchase price of 98.75% of the several Purchasers principal amount thereof (the “Purchase Price”). (b) The Company and the Guarantor have been advised by the Representative that the Underwriters propose to make a public offering of the Securities as set forth in Schedule A heretothe Prospectus as soon after this Agreement has been entered into as in the Representative’s judgment is advisable. The Company will is further advised by the Representative that the Securities are to be offered to the public initially at 100% of their principal amount (the public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of any Underwriter. (c) The Company and the Guarantor shall issue and deliver against payment to the Company of the purchase price Purchase Price the Notes Securities to be purchased by the Underwriters hereunder and to be offered and sold by the Purchasers Underwriters in reliance on Regulation S (the “Regulation S Securities”) manner contemplated herein and in the Time of Sale Prospectus and Prospectus in the form of one or more permanent fully registered global securities in registered form without interest coupons (the “Regulation S Global Securities”) certificates which will shall be deposited with the Trustee as custodian for with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as the nominee for of DTC. The Company will deliver against . (d) Delivery of and payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office offices of SkaddenMilbank, ArpsTweed, Slate, Xxxxxxx Xxxxxx & Xxxx LLP, XxXxxx LLP at 0 Xxxxx XxxxxxXxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern 10:00 A.M., New York, New York time), on May 2024, 2014, 2013 or at such other date, time not later than five (5) full business days thereafter and place as may be agreed upon by the Company and the Representative (such date and time of delivery and payment for the Company determine, such time Securities being herein referred to as called the “Closing Date,” against delivery ”). Delivery of the Securities shall be made to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all account of the Regulation S Securities Representative at DTC for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) several Underwriters against payment by the Restricted Global Securities representing all Underwriters of the 144A Securitiespurchase price thereof. The Regulation S Global Payment for the Securities and the Restricted Global Securities will shall be made by the Underwriters by wire transfer of immediately available funds to the designated account of the Company. (e) The Company agrees to have the Securities available for inspection and checking at by the above office of SkaddenRepresentative in New York, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized the Representative, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities that it has agreed to purchase. Each Underwriter, individually and not as a representative, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any other Underwriter whose check or checks shall not have been received by the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the CompanyCompany on the Closing Date (as hereinafter defined), at a purchase price of 99.036999.34335% of the principal amount of the Notes, plus interest from and including May 8, 2020 to but excluding the Closing Date, the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx XxxxxxXxx Xxxxxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 208, 20142020, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions set forth herein, the Company Issuer agrees to sell to each of the Purchasers, Initial Purchaser and each of the Purchasers agrees, severally and not jointly, Initial Purchaser agrees to purchase from the CompanyIssuer, at a purchase price of 99.0369% of the principal amount of the Notes at the respective purchase prices and the Initial Note Principal Balance set forth opposite the names of the several Purchasers in Schedule Exhibit A hereto. to this Agreement. (b) The Company Issuer will deliver deliver, against payment of the purchase price price, the Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the “"Regulation S Securities”Notes") in the form of one or more permanent temporary global securities notes in registered form without interest coupons (the “"Regulation S Global Securities”Notes") which will be deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for The Depository Trust Company (“"DTC”") for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream") and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver deliver, against payment of the purchase price of the Notes to be purchased by each Purchaser the Initial Purchasers hereunder and to be offered and sold by each Purchaser the Initial Purchasers in reliance on Rule 144A under the Securities Act (the “"144A Securities”Notes") in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted "Rule 144A Global Securities”Notes") deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes shall be assigned separate CUSIP CUSIP, ISIN and Common Code numbers. The Restricted Global Securities Notes shall include the legend applicable legends regarding restrictions on transfer set forth under “Transfer Restrictions” "TRANSFER RESTRICTIONS" in the Final Offering CircularPPM, as applicable. Until the termination of the "40-day distribution compliance period period" (as defined in Regulation S) with respect to the offering of the NotesNotes sold pursuant to Regulation S, interests in the Regulation S Global Securities Notes may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg Clearstream or DTC, as the case may be, except in the limited circumstances described in permitted by the Final Offering Circular. Indenture. (c) Payment for the Regulation S Securities and the 144A Securities Notes shall be made by the Purchasers Initial Purchaser in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to designated by the Representative drawn to the order of the Company at the office of SkaddenIssuer on August 13, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. 2019 (Eastern time)or, on May 20, 2014, such other date or at such other time not later than five (5) full business days thereafter as the Representative Initial Purchaser and the Company determineIssuer shall agree, such time being herein referred to as the “"Closing Date,” ") against delivery to the Trustee Indenture Trustee, in its capacity as custodian for DTC DTC, of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg Clearstream and (ii) the Restricted Rule 144A Global Securities Notes representing all of the 144A SecuritiesNotes. The Copies of the Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP inspection (which may be done by electronic mail) at least 24 hours prior to the Closing Date. (d) Each of the Horizon Entities and the Initial Purchaser hereby acknowledges and agrees that, for all tax purposes, it is entering into this Agreement with the intention that the Notes not held by the Issuer or an affiliate thereof will be characterized as indebtedness and shall treat the Notes as indebtedness, unless otherwise required by applicable law.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.0369(i) 102.40772% of the principal amount of the 2021 Notes, plus interest from and including February 1, 2013 to but excluding the Closing Date (as hereinafter defined), the respective principal amounts of the 2021 Notes set forth opposite the names of the several Purchasers in Schedule A hereto and (ii) 99.90772% of the principal amount of the 2023 Notes, plus interest from and including April 16, 2013 to but excluding the Closing Date (as hereinafter defined), the respective principal amounts of the 2023 Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20April 16, 20142013, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.036999.00% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto, plus accrued interest, if any, from March 3, 2015 to the Closing Date. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20March 3, 20142015, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.036998% of the principal amount of the Notes, plus interest from and including October 16, 2012 to but excluding the Closing Date (as hereinafter defined), the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative Credit Suisse drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxxxx & Xxxx Xxxxx LLP, 0 Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00 a.m. (Eastern time), on May 20October 16, 20142012, or at such other time not later than five (5) full business days thereafter as the Representative Credit Suisse and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Xxxxxxxxxx & Xxxx Xxxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company Seller agrees to sell to each of the PurchasersClass B Underwriter, and each of the Purchasers agrees, severally and not jointly, Class B Underwriter agrees to purchase from the CompanySeller, the Class B Notes at a purchase price of 99.036999.651316% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A heretoClass B Notes. The Company Seller will deliver against payment of the purchase price therefor, the Class B Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered definitive form without interest coupons (the “Regulation S "Global Securities”Notes") which will be deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering CircularProspectus. Payment for the Regulation S Securities and the 144A Securities Class B Notes shall be made by the Purchasers Class B Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Class B Underwriter by the Seller at a bank acceptable to the Representative drawn to the order of the Company Class B Underwriter, at the office offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 at 10:00 a.m., at 9:00 a.m. (Eastern New York time), on May 20November 15, 20142000, or at such other time not later than five (5) seven full business days thereafter as the Representative Class B Underwriter and the Company Seller determine, such time being herein referred to as the “"Closing Date,” ", against delivery to the Indenture Trustee as custodian for DTC of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A SecuritiesClass B Notes. The Regulation S Global Securities and the Restricted Global Securities Notes will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Seller will deliver the Class A Notes and the Certificates to the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Seller and will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than November 15, 2000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions set forth herein, the Company Issuer agrees to sell to each of the Purchasers, Initial Purchaser and each of the Purchasers agrees, severally and not jointly, Initial Purchaser agrees to purchase the Notes from the Company, Issuer at a the purchase price of 99.0369% of and the principal amount of the Notes Initial Note Balance set forth opposite the names of the several Purchasers in Schedule Exhibit A attached hereto. . (b) The Company Issuer will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers Initial Purchaser in reliance on Regulation S (the “Regulation S SecuritiesNotes”) in the form of one or more permanent temporary global securities notes in registered form without interest coupons (the “Regulation S Global SecuritiesNotes”) which will be deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream”) and registered in the name of Cede & Co., as nominee for DTC. The Company Issuer will deliver against payment of the purchase price the Notes to be purchased by each the Initial Purchaser hereunder and to be offered and sold by each the Initial Purchaser in reliance on Rule 144A under the Securities Act (the “144A SecuritiesNotes”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Rule 144A Global SecuritiesNotes”) deposited with the Trustee Indenture Trustee, in its capacity as custodian custodian, for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes shall be assigned separate CUSIP numbers. The Restricted Rule 144A Global Securities Notes shall include the legend regarding restrictions on transfer set forth under “Transfer RestrictionsTRANSFER RESTRICTIONS” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) Restricted Period with respect to the offering of the Notes, interests in the Regulation S Global Securities Notes may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg Clearstream or DTC, as the case may be, except in the limited circumstances described in permitted by the Final Offering Circular. Indenture. (c) Payment for the Regulation S Securities and the 144A Securities Notes shall be made by the Purchasers Initial Purchaser in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to Initial Purchaser and designated by the order of the Company at the office of SkaddenIssuer on April 27, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 000002011 (or, at 9:00 a.m. (Eastern time), on May 20, 2014, or at such other time not later than five (5) seven full business days Business Days thereafter as the Representative Initial Purchaser and the Company Issuer determine, such time being herein referred to as the “Closing Date,” ”) against delivery to the Trustee Indenture Trustee, in its capacity as custodian custodian, for DTC of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg Clearstream and (ii) the Restricted Rule 144A Global Securities Notes representing all of the 144A SecuritiesNotes. The Regulation S Global Securities Notes and the Restricted Rule 144A Global Securities Notes will be made available for checking inspection at the above New York office of Skadden, Arps, Slate, Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to that it will sell to each of the PurchasersInitial Purchaser, and each of the Purchasers agrees, severally and not jointly, to Initial Purchaser agrees that it will purchase from the CompanyCompany at the Time of Purchase, all of the $200,000,000 aggregate principal amount of the Notes at a purchase price of 99.0369equal to 97.00% of the principal amount thereof. (b) The purchase, sale and delivery of the Notes set forth opposite will take place at a closing (the names "Closing") at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 1285 Avenue of the several Purchasers in Schedule A heretoAmericas, New York, New York, at 10:00 A.M., New York time, on February 7, 1997, (the "Closing Date") or such later date and time, if any, as the Initial Purchaser and the Company shall agree. The Company will deliver against payment time at which such Closing is concluded is referred to as the "Time of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S Purchase." (the “Regulation S Securities”c) in the form Delivery of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each the Initial Purchaser hereunder pursuant to this Agreement shall be made at the Closing by the Company by (i) delivering global certificates representing the Notes to The Depository Trust Company ("DTC") or its agent and (ii) causing the DTC participant account designated by the Initial Purchaser to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited credited with the Trustee as custodian Notes purchased by such Initial Purchaser against payment therefor in immediately available same day funds through the facilities of DTC for DTC and registered in the name account of Cede & Co., as nominee for DTCthe Company. The Regulation S Global Securities and Company agrees that, in connection with the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination placement of the distribution compliance period Notes, the Initial Purchaser may, in its discretion, deduct from the purchase price of the Notes to be remitted to the Company at the Closing the amount of the reasonable expenses and legal fees (in accordance with such firm's standard rates and without any premium and documented in reasonable detail) of Xxxxxx Xxxxxx & Xxxxxxx, counsel to the Initial Purchaser, incurred in connection with the Offering (as defined in Regulation Sthe Memorandum), the Memorandum, this Agreement, the Indenture, the Escrow Agreement and the Note Registration Rights Agreement, but in no case to exceed $275,000. The Company will bear all expenses of shipping the Notes (including, without limitation, insurance expenses) with respect from New York City to such other places within the offering United States of America or Canada as the Initial Purchaser shall specify. Any tax on the issuance of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made paid by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office Time of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20, 2014, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred Purchase pursuant to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing DateSection 8.7.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and the conditions herein set forth hereinforth, the Company agrees to sell to each of the PurchasersInitial Purchaser, and each of the Purchasers agrees, severally and not jointly, Initial Purchaser agrees to purchase from the Company, $250,000,000 aggregate principal amount of Notes, at a purchase price of 99.036997.50% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A heretothereof. The Company will issue and deliver against payment of the purchase price the Notes purchased by the Initial Purchaser hereunder and to be offered and sold by the Purchasers Initial Purchaser in reliance on Regulation S (the “"Regulation S Securities”Notes") in the form of one or more permanent temporary global securities in registered form without interest coupons (the “"Temporary Regulation S Global Securities”Notes") which will be deposited with the Trustee as custodian for The Depository Trust Company (“"DTC”") for the respective accounts of the DTC participants for Morgan Guaranty Trust Xxxxxny of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Cedel Bank societe anonyme ("Cedel") and registered in the name of Cede & Co., as nominee for DTC. The Company will issue and deliver against payment of the purchase price the Notes to be purchased by each the Initial Purchaser hereunder and to be offered and sold by each the Initial Purchaser in reliance on Rule 144A under the Securities Act (the “"144A Securities”Notes") in the form of one or more permanent global security securities in definitive form without interest coupons (the “"Restricted Global Securities”Notes") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities Notes and the Restricted Global Securities 144A Notes shall be assigned separate CUSIP numbers. The Each Restricted Global Securities Note shall include the legend regarding restrictions on transfer to be set forth under “"Transfer Restrictions” " in the Final Offering CircularMemorandum. Until the termination of the distribution compliance restricted period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities Notes may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”)Cedel. Interests in any permanent global securities Notes will be held only in book-book entry form through Euroclear, Clearstream, Luxembourg Cedel or DTC, as the case may be, except in the limited circumstances to be described in the Final Offering CircularMemorandum. Payment for the Regulation S Securities and the 144A Securities Notes shall be made by the Purchasers Initial Purchaser in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Initial Purchaser by the Company at a bank acceptable to the Representative Initial Purchaser drawn to the order of the Company at the office of SkaddenShearman & Sterling, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx599 Lexington Avenue, Xxx Xxxx, Xxx Xxxx 00000Xxxx, at 9:00 a.m. xx 00:00 X.X. (Eastern Xxx York time), on May 20December 10, 20141996, or at such other time not later than five (5) seven full business days thereafter as the Representative Initial Purchaser and the Company determine, such time being herein referred to as the “"Closing Date,” ", against delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S Global Securities Note representing all of the Regulation S Securities Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg Cedel and (ii) the Restricted Global Securities Note representing all of the 144A SecuritiesNotes. The Temporary Regulation S Global Securities Notes and the Restricted Global Securities Notes will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Shearman & Xxxx LLP Sterling at least 24 hours prior to the Closing Date. Notwithstanding the foregoing, any Notes sold by the Initial Purchaser to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 4(c) shall be issued in definitive, fully registered form ("Definitive Notes") and shall bear the legend relating thereto to be set forth under "Transfer Restrictions" in the Offering Memorandum, but shall be paid for in the manner set forth in the preceding paragraph. Definitive Notes shall be registered in such names and in such denominations as the Initial Purchaser may request not less than two full business days in advance of the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the CompanyCompany on the Closing Date (as hereinafter defined), at a purchase price of 99.036999.68671% of the principal amount of the Notes, plus interest from and including March 6, 2017 to but excluding the Closing Date, the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20March 6, 20142017, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the CompanyCompany on the Closing Date (as hereinafter defined), at a purchase price of 99.036999.3432% of the principal amount of the Notes, plus interest from and including September 23, 2016 to but excluding the Closing Date, the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global security securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20September 23, 20142016, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.0369100.5369% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto, plus accrued interest, if any, from April 15, 2014 to the Closing Date. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20, 2014, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.036999.0774% of the principal amount of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 a.m. (Eastern time), on May 20November 25, 20142013, or at such other time not later than five (5) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company Seller agrees to sell to each of the PurchasersUnderwriters, and each of the Purchasers agreesUnderwriters agree, severally and not jointly, to purchase from the CompanySeller, the Class B Notes at a purchase price of, in the case of 99.0369the Class B Notes, 99.57628% of the principal amount thereof, the respective principal amounts of the each Class of Notes set forth opposite the names of the several Purchasers Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase price therefor, the Underwritten Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) of each Class in the form of one or more permanent global securities in registered definitive form without interest coupons (the “Regulation S "Global Securities”Notes") which will be deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering CircularProspectus. Payment for the Regulation S Securities and the 144A Securities Underwritten Notes shall be made by the Purchasers Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Seller at a bank acceptable to the Representative drawn to the order of the Company Representative, at the office offices of Skadden, Arps, Slate, Xxxxxxx Meagher & Xxxx Flom LLP, 0 Xxxxx XxxxxxFour Times Square, Xxx XxxxNew York, Xxx New York 10030 xx 00:00 x.x., New Xxxx 00000xxxx, at 9:00 a.m. (Eastern time)xx Xxxxxx 00, on May 200000, 2014, or at such xx xx xxxx other time not later than five (5) seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date,” ", against delivery to the Indenture Trustee as custodian for DTC of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A SecuritiesUnderwritten Notes. The Regulation S Global Securities and the Restricted Global Securities Notes will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx Meagher & Xxxx Flom LLP at least 24 hours prior to the Closing Date. Xxe Seller will deliver the Class A Notes, the Direct Purchase Notes and the Certificates to the above office of Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for thx Xxxxxficxxxx so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Seller and will be made available for checking at the above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Xxrsuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than August 16, 2000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and contained herein, but subject to the terms and conditions herein set forth hereinforth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to each of the PurchasersUnderwriters, and each of the Purchasers Underwriter agrees, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of 99.0369100% of the principal amount of the Class A Notes (which amount may be made net of the commissions payable to the Underwriters or such commissions may be paid to the Underwriters as a separate payment, as the Representative and the St. Xxxxxx Parties shall agree) the respective principal amount of the Notes set forth opposite the names name of the several Purchasers such Underwriter in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities Global Notes in registered definitive form without interest coupons (the “Regulation S Global Securities”"GLOBAL NOTES") which will be deposited with the Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one permanent global security in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering CircularProspectus. Payment for the Regulation S Securities and the 144A Securities Notes shall be made by the Purchasers Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative X.X. Xxxxxx Securities Inc. ("JPMORGAN") drawn to the order of the Company XX Xxxxxx Xxxxx Bank (the "Currency Swap Provider") at the office of SkaddenXxxxx, ArpsBrown, Slate, Xxxxxxx Xxxx & Xxxx Maw LLP, 0 Xxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 not later than 10:00 A.M., at 9:00 a.m. (Eastern New York City time), on May 20________, 20142003, or at such other time not later than five (5) seven full business days thereafter as the Representative JPMorgan and the Company Trust Manager determine, such time being herein referred to as the “Closing Date"CLOSING DATE,” " against delivery to the Note Trustee as custodian for DTC of (i) the Regulation S Global Securities Notes representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the 144A SecuritiesNotes. The Regulation S Global Securities and the Restricted Global Securities Notes will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date.