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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, MergerCo and, at and as of the Company hereby grants an option Effective Time, EHI and the Subsidiary Guarantor agree to issue and sell to the Underwriters Initial Purchaser, and the Initial Purchaser agrees to purchase, the Securities at 97% of their principal amount. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase severally hereunder, and in such denomination or denominations and regis- tered in such name or names as the Option Notes Initial Purchaser requests upon notice to MergerCo at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event least 36 hours prior to the Closing Date (such time and date being herein referred Date, shall be delivered by or on behalf of MergerCo to as the “Option Closing Date”). If the date of exercise Initial Purchaser, against payment by or on behalf of the option is three Initial Purchaser of the purchase price therefor by wire transfer of immediately available funds to such account or more days before accounts as MergerCo shall specify prior to the Closing Date, the notice of exercise shall set the Closing Date or by such means as the Option parties hereto shall agree prior to the Closing Date. The option with respect to the Option Notes granted hereunder may All certificates will be exercised only to cover over-allotments in the sale signed by EHI and Elgar. Such delivery of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, and payment for the Option Notes Securities shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx Xxxx & Xxxxxxxx, 200 LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx at 9:00 A.M., at 10:00 a.m. New York time, on the Option Closing Date. To the extentFebruary 3, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC1998, or registered in at such other names and in such denominations place, time or date as the Representatives request Initial Purchaser, on the one hand, and MergerCo, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." MergerCo will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Incorporated in writing not later than the second full business day New York, New York, or at such other place as BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Initial Purchaser and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, Company at the price set forth on Schedule II the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, hereof plus accrued interest (if any, subject to adjustments in accordance with Section 8 hereof. (b) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, for the Firm Notes shall to be sold hereunder is to be made in same day funds via wire transfer to the order of the Company for the Notes to be sold by it against delivery of certificates therefor to the Initial Purchaser. Such delivery is to be made at the offices of UBS Securities LLCXxxxxxx, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxPhleger & Xxxxxxxx LLP, at 10:00 a.m. New York 9:00 a.m., EST time, on November 20, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representatives you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (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 executive order to be closed). Payment for .) Upon delivery, the Firm Notes to shall be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered credited in such other names and in such denominations as the Representatives request Initial Purchaser shall have requested in writing not later than the second at least two full business day days prior to the Closing Date. The single Company agrees to make one or more global certificate will be made certificates evidencing the Notes available for inspection by the Representatives Initial Purchaser at least one business day 24 hours prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchaser to purchase severally any or all of the Option Notes at the purchase price as set forth in the first paragraph of this Section 2on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once up to three (3) times thereafter within 30 days after the date of this Agreement, by you, as the Representatives Initial Purchaser, to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are Initial Purchaser is exercising the option and option, the time names and date at which such Option Notes are to be delivered. The time and date at which the certificates for Option Notes are to be delivered shall be determined by the Representatives Initial Purchaser but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect aggregate principal amount of Option Notes to be purchased by the Initial Purchaser shall be in the same proportion to the total aggregate principal amount of Option Notes granted hereunder may be exercised only to cover over-allotments in being purchased as the sale aggregate principal amount of the Firm Notes being purchased by such Initial Purchaser bears to the Underwriterstotal aggregate principal amount of Firm Notes. The Representatives You, as the Initial Purchaser, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To Date in same day funds via wire transfer to the extent, if any, that order of the option is exercised, Company for the Option Notes will be evidenced by a single definitive global certificate in book entry formagainst delivery of Notes therefor. (d) The Initial Purchaser represents and warrants to, fully registered in the name of Cede & Co.and agrees with, as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreethat it is a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB") and an "accredited investor" within the meaning of Rule 501(a) under the Securities Act.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchasers, and each Underwriterthe Initial Purchasers, severally and not jointly, agrees agree to purchase from the Company, at 97% of their principal amount, the respective aggregate principal amount amounts of the Firm Notes set forth opposite the name of such Underwriter in on Schedule I hereto 1 hereto. (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofb) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchasers, to purchase severally up to $25,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as set forth in the first paragraph of this Section 2hereinafter defined). The option granted hereby hereunder may be exercised in whole at any time, on or in part before the thirteenth day following the date of the Offering Memorandum upon notice by giving the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3 below) and in such case, the term "Closing Date" shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are to Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 eight full business days after the date the Initial Purchasers exercise of such the option, with the actual date determined by the Initial Purchasers, nor in any event prior to later than twelve days following the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option initial Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Initial Purchasers may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. To . (c) One or more certificates in definitive form for the extent, if any, Firm Notes that the option is exercisedInitial Purchasers have agreed to purchase hereunder, payment for and in such denomination or denominations and registered in such name or names as the Option Notes Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date, shall be made delivered by Federal Funds wire transfer to an account designated by or on behalf of the Company, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Option Firm Notes to the Underwriters. Such payment and delivery are to shall be made at the offices of UBS Securities LLCXxxxxx & Xxxxxxx LLP, 200 Xxxx Xxxxxx000 Xxxxxxxxxxxx Xxxxx, Xxx Xxxxx Xxxx, Xxx XxxxXxxxxxxxxx 00000, at 10:00 a.m. 9:00 a.m., New York time, on December 7, 2004, or at such date as the Option Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date. To ." The Company will make such certificate or certificates for the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives Initial Purchasers at the offices in Menlo Park, California of Xxxxxx & Xxxxxxx LLP at least one business day 24 hours prior to the Option Closing Date. (d) Delivery to the Initial Purchasers of and payment for the Optional Notes shall be made on the Additional Closing Date in the same manner and in the same office and at such place the same time of days as payment for the Representatives, DTC and the Company shall agreeFirm Notes.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Initial Purchasers and each UnderwriterInitial Purchaser agrees, severally and not jointly, agrees to purchase from the CompanyCompany at the price set forth on Schedule II, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, hereof plus accrued interest (if any, subject to adjustments in accordance with Section 8 hereof. (b) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, for the Firm Notes shall to be sold hereunder is to be made in same day funds via wire transfer to the order of the Company for the Notes to be sold by it against delivery of certificates therefor to the Initial Purchasers. Such delivery is to be made at the offices of UBS Securities LLCWilmxx, 200 Xxxx Xxtlxx & Xickxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. xx 9:00 a.m., New York City time, on November 20, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representatives you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (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 executive order to be closed). Payment for .) Upon delivery, the Firm Notes to shall be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered credited in such other names and in such denominations as the Representatives request Representative shall have requested in writing not later than the second at least two full business day days prior to the Closing Date. The single Company agrees to make one or more global certificate will be made certificates evidencing the Notes available for inspection by the Representatives Initial Purchasers in New York, New York at least one business day 24 hours prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. Date. (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters several Initial Purchasers, severally and not jointly, to purchase severally any or all of the Option Notes at the purchase price as set forth in the first paragraph of this Section 2on Schedule II hereto. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representative of the Representatives several Initial Purchasers, to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters Initial Purchasers are exercising the option and option, the time names and date at which such Option Notes are to be delivered. The time and date at which the certificates for Option Notes are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “"Option Closing Date”"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The aggregate principal amount of Option Notes to be purchased by each Initial Purchaser shall be in the same proportion to the total aggregate principal amount of Option Notes being purchased as the aggregate principal amount of Firm Notes being purchased by such Initial Purchaser bears to the total aggregate principal amount of Firm Notes. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.hereunder

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option and the Subsidiary Guarantors agree to issue and sell to the Underwriters Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase severally the Option Notes at Securities in the purchase price as respective amounts set forth in on Schedule 1 hereto from the first paragraph Company at a price equal to 99.114% of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before their principal amount, plus accrued interest, if any, from July 12, 2016 to the Closing Date Date. One or more certificates in definitive form for the Securities that the Underwriters have agreed to purchase hereunder, and (ii) only once thereafter within 30 days after in such denomination or denominations and registered in such name or names as the date of this Agreement, by the Representatives Underwriters request upon notice to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives least 48 hours (but shall not be earlier less than three nor later than 10 full one business days after the exercise of such option, nor in any event day) prior to the Closing Date 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 (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP, New York, New York at 10:00 A.M., New York time, on July 12, 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 “Option Closing Date”). If .” The Company and the date of exercise of Subsidiary Guarantors will make such certificate or certificates for the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes Securities available for checking and packaging by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made Underwriters at the offices of UBS J.X. Xxxxxx Securities LLC, 200 Xxxx XxxxxxMxxxxxx Lynch, Xxx XxxxPierce, Xxx XxxxFxxxxx & Sxxxx Incorporated and Credit Agricole Securities (USA) Inc. in New York, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTCYork, or registered in at such other names and in such denominations place as the Representatives request in writing not later than the second full business day may designate, at least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Initial Purchaser and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the CompanyCompany at the price set forth on Schedule I, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional aggregate principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any, subject to adjustments in accordance with Section 8 hereof. (b) Payment for the Notes to be sold hereunder is to be made in federal (same day) funds via wire transfer to the Closing Date (as defined below). Payment order of the purchase price for, and Company for the Notes to be sold by it against delivery of certificate(s) for, certificates therefor to the Firm Notes shall Initial Purchaser. Such delivery is to be made at the offices of UBS Securities LLCXxxxx & Xxxxxxx L.L.P., 200 Xxxx 000 Xxxxx Xxxxxxx Xxxxxx, Xxx XxxxBaltimore, Xxx XxxxMaryland 21202, at 10:00 a.m. 9:00 a.m., New York City time, on November 20, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representatives you and the Company shall agree upon, such time and date being herein referred to as the “"Closing Date.” " (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 executive order to be closed). Payment for .) Upon delivery, the Firm Notes to shall be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered credited in such other names and in such denominations as the Representatives request Initial Purchaser shall have requested in writing not later than the second at least two full business day days prior to the Closing Date. The single Company agrees to make one or more global certificate will be made certificates evidencing the Notes available for inspection by the Representatives Initial Purchaser in New York, New York at least one business day 24 hours prior to the Closing Date at such place as the RepresentativesDate. (c) The Initial Purchaser represents and warrants to, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forthagrees with, the Company hereby grants that it is a "qualified institutional buyer" within the meaning of Rule 144A (a "QIB") and an option to "accredited investor" within the Underwriters to purchase severally meaning of Rule 501(a) under the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeAct.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase severally from the Option Notes Company, at the a purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date 98.698% of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before thereof plus accrued interest from the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale respective principal amounts of the Firm Notes set forth opposite the names of the several Underwriters in Schedule A hereto. (b) Delivery of a certificate or certificates for the Notes in global form to be purchased by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, Underwriters and payment for the Option Notes therefor shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCCleary, 200 Xxxx XxxxxxGottlieb, Xxx XxxxSteen & Hamilton (or such other place as may be agreed tx xx the Xxxxxxx and the Representatives) at 9:00 a.m., Xxx Xxxx, at 10:00 a.m. New York City time, on November 17, 2003, or such other time and date as the Option Underwriters shall designate by notice to the Company (the time and date of such closing are called the "CLOSING DATE"). Such certificate or certificates shall be in such denominations as the Representatives shall have requested at least two full business days prior to the Closing DateDate and a form thereof shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the representatives may designate. To the extent, if any, that the option is exercised, the Option Notes issued in book-entry form will be evidenced by a single definitive global certificate in book entry form, fully registered issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "DEPOSITARY"), pursuant to a Letter of Representations, to be dated as of the Closing Date, among the Company, the Trustee and the Depositary. (c) The Representatives hereby advise the Company that the Underwriters intend to offer for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior sale to the Option Closing Date. The single global certificate will be made available for inspection by public, as described in the Representatives at least one business day prior to Prospectus, their respective portions of the Option Closing Date at such place Notes as soon after this Agreement has been executed as the Representatives, DTC in their sole judgment, have determined is advisable and practicable. (d) Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes the Underwriters have agreed to purchase. Deutsche Bank Securities Inc., individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (e) The Company shall agreedeliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters a certificate or certificates for the Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option and the Subsidiary Guarantors agree to issue and sell to the Underwriters Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase severally the Option Notes at Securities in the purchase price as respective amounts set forth on Schedule 1 hereto from the Company and the Subsidiary Guarantors at 97.55% of their principal amount. One or more certificates in definitive form for the first paragraph of this Section 2. The option granted hereby may be exercised Securities that the Initial Purchasers have agreed to purchase hereunder, and in whole such denomination or denominations and registered in part by giving such name or names as the Initial Purchasers request upon notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event least 48 hours prior to the Closing Date Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on March 22, 2004, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Option Closing Date”). If .” The Company and the date of exercise of Subsidiary Guarantors will make such certificate or certificates for the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes Securities available for checking and packaging by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made Initial Purchasers at the offices of UBS Deutsche Bank Securities LLCInc. in New York, 200 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxxor at such other place as Deutsche Bank Securities Inc. may designate, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of ----------------------------------------- the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Initial Purchasers, and each Initial Purchaser severally, and not jointly, agrees to purchase severally purchase, the Option respective principal amount of Notes at the purchase price as set forth opposite its name on Schedule I hereto at 98.5% of their principal amount (the "Purchase Price"). On the Closing Date, in exchange for the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, deposit with the Escrow Agent 100% of the principal amount of the Notes in the first paragraph Escrow Account. Pursuant to the terms of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice the Escrow Agreement, (i) at any time before the Closing Date Escrow Agent shall forthwith distribute, on January 3, 2003 1.5% of the principal amount of the Notes to the Initial Purchasers and (ii) only once thereafter within 30 days after upon satisfaction of the date conditions giving rise to the release of this Agreement, by the Representatives funds to the Company setting forth under the principal amount of Option Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers requests, upon notice to which the several Underwriters are exercising the option and the time and date Company at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event least 36 hours prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise , shall be delivered by or on behalf of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect Company to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale Initial Purchasers, against payment by or on behalf of the Firm Notes by Initial Purchasers of the Underwriterspurchase price therefor as set forth above. The Representatives may cancel such option at any time prior to its expiration by giving written notice Such delivery of such cancellation to the Company. To the extent, if any, that the option is exercised, and payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx Xxxxxx & Xxxxxxx, 200 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxx at 10:00 a.m. A.M., New York time, on December 20, 2002, or at such other place, time or date as the Option Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date. To ." The Company will make such certificate or certificates for the extentNotes available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTCNew York, or registered in at such other names and in such denominations place as the Representatives request in writing not later than the second full business day Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $_________ per each $1,000 principal amount, the number of Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) Certificates in definitive form for the Notes which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company to the Underwriters to purchase severally for the Option Notes at account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by same day funds due to the order of the Company, at the offices of ______________________, or at such other place as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole agreed upon by ___________ and the Company, at 10:00 A.M., ___________ time, on the third full business day after this Agreement becomes effective, or in part by giving notice (i) at any such other time before not later than the Closing Date and (ii) only once seventh full business day thereafter within 30 days after the date of this Agreement, by as the Representatives to and the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such optionmay determine, nor in any event prior to the Closing Date (such time and date of delivery against payment being herein referred to as the “Option "Closing Date”). If the date of exercise of the option is three or more days before ." The Notes to be delivered will be in such denominations and registered in such names as ____________ may request not less than 48 hours prior to the Closing Date, . It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect Notes to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes purchased by the such Underwriter or Underwriters. The Representatives may cancel No such option at payment shall relieve such Underwriter or Underwriters from any time prior to of its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreetheir obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option Issuers agree to issue and sell to the Underwriters Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase severally the Option Notes at in the purchase price as respective amounts set forth in on Schedule 1 hereto, from the first paragraph Issuers at 98.49% of this Section 2. The option granted hereby may their principal amount ---------- (which amount is equal to 98.0% of the gross proceeds to be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, received by the Representatives Initial Purchasers upon their resale of the Notes to investors). One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date Issuers at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event least 36 hours prior to the Closing Date Date, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, TX 77002, at 0:00 X.X., Xouston xxxx, xx Xxxxxxx 00, 0000, xx xx xxxx xxxxx place, time or date as the Initial Purchasers, on the one hand, and the Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Option "Closing Date”). If ." The Issuers will ------------ make such certificate or certificates for the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes available for checking and packaging by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made Initial Purchasers at the offices of UBS Securities LLCDeutsche Banc Alex. Brown Inc. in New York, 200 New York, or at such other place as Dexxxxhe Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxAlex. Brown Inc. may designate, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeClosixx Xatx.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00100.258% of the principal amount thereof, plus accrued interest (if any) from April 7, 2010 to the Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the purchase price for, Notes to the Representatives. Such payment and delivery of certificate(s) for, the Firm Notes shall are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on November 20June 8, 2006 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company the principal amount of Firm the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0099.267% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the purchase price for, Notes to the Representatives. Such payment and delivery of certificate(s) for, the Firm Notes shall are to be made at the offices of UBS Securities LLCSidley Austin LLP, 200 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. New York time, on November 2019, 2006 2021 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single separate definitive global certificate certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company LNR agrees to issue and sell to each Underwriterthe Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the CompanyLNR, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0099.375% of the their principal amount thereofplus interest accrued on the Notes from October 29, plus accrued interest 2003 to the Closing Date. One or more global securities representing the Notes shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (if any) "DTC"), Cede & Co., credited to the accounts of such of its participants as the Initial Purchaser shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below). Payment , with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchaser to the account of LNR of the aggregate purchase price for, therefor by wire transfer in immediately available funds. Delivery of and delivery of certificate(s) for, payment for the Firm Notes shall be made at the offices of UBS Securities LLCWillkie Farr & Gallagher LLP, 200 Xxxx Xxxxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxxxx Xxxxxxxx 0, at 10:00 a.m. New York time0000, on November 20xx xx xxxh other place, 2006 time or at such other date not later than five business days thereafter as the Initial Purchaser and LNR may agree upon. Such time and date thereafter as the Representatives and the Company shall agree upon, such time and date being of delivery against payment are herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the The New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0097.00% of the their principal amount thereofamount, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks $60,000,000 in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery aggregate principal amounts of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company Notes. (“DTC”), or registered in such other names and in such denominations as 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. b) In addition, on the basis of the representations representations, warranties and warranties agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchaser, to purchase severally up to $10,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price as set forth in to be paid by the first paragraph of this Section 2Initial Purchaser for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised in whole at any one time on or in part before the thirtieth day following the date of the Offering Memorandum upon notice by giving the Initial Purchaser to the Company. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters are Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and, in such case, the term “Closing Date” shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are Closing Date, is referred to as the “Additional Closing Date.” The Additional Closing Date must be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 eight full business days after the exercise of such date the Initial Purchaser exercises the option, nor in any event prior to with the Closing Date (such time and actual date being herein referred to as determined by the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateInitial Purchaser. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Initial Purchaser may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. To . (c) One or more certificates in definitive form for the extent, if any, Firm Notes that the option is exercisedInitial Purchaser has agreed to purchase hereunder, payment for and in such denomination or denominations and registered in such name or names as the Option Notes Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be made delivered by Federal Funds wire transfer to an account designated by or on behalf of the Company, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Option Firm Notes to the Underwriters. Such payment and delivery are to shall be made at the offices of UBS Securities LLCXxxxxxx Xxxxxxx & Xxxxxxxx LLP, 200 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. 9:00 a.m., New York time, on May 11, 2004, or at such date as the Option Initial Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date. To .” The Company will make such certificate or certificates for the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives Initial Purchaser at the offices in New York, New York of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at least one business day 24 hours prior to the Option Closing Date. (d) Delivery to the Initial Purchaser of and payment for the Optional Notes shall be made on the Closing Date if the Optional Notes are delivered simultaneously with the Firm Notes or otherwise on the Additional Closing Date in the same manner and in the same office and at such place the same time of day as payment for the Representatives, DTC and the Company shall agreeFirm Notes.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the several Initial Purchasers, all of the Notes, and subject to the conditions set forth herein and on the basis of the representations, warranties warranties, terms and covenants herein contained, and subject to the conditions herein set forthagreements herein, the Company agrees to sell to each Underwriter, and each UnderwriterInitial Purchasers agree, severally and not jointly, agrees to purchase from the Company, Company the aggregate principal amount of Firm the Notes set forth opposite the name of such Underwriter in their names on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) A, at a purchase price of 98.0098.875 % of the principal amount thereof, plus accrued interest (if any) to thereof payable on the Closing Date Date. (as defined below). Payment of b) One or more certificates for the purchase price forNotes in definitive form to be purchased by the Initial Purchasers shall be delivered to, and delivery of certificate(s) for, the Firm Notes payment therefor shall be made at at, the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and Truist) at 10:00 9:00 a.m. New York City time, on November 2016, 2006 2021, or at such other time and date thereafter as the Representatives and Truist shall designate by notice to the Company shall agree upon, such (the time and date being herein referred to as of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances under which Truist may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 15 hereof.” (As used hereinc) The Company shall deliver, “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 executive order cause to be closed). Payment delivered, to Truist for the Firm accounts of the several Initial Purchasers certificates for the Notes to be sold hereunder is to be made by Federal Funds at the Closing Date against the irrevocable release of a wire transfer to an account designated by of immediately available funds for the Company, against delivery amount of the Firm Notes to the Underwriterspurchase price therefor. The Firm certificates for the Notes will shall be evidenced by a single definitive global certificate in book entry form, fully such denominations and registered in the name of Cede & Co., as nominee for of The Depository Trust Company (the “DTCDepositary”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will shall be made available for inspection by on the Representatives at least one business day prior to preceding the Closing Date at such a location in New York City, as Truist may designate. Time shall be of the essence, and delivery at the time and place as specified in this Agreement is a further condition to the Representativesobligations of the Initial Purchasers. (d) Each Initial Purchaser severally and not jointly represents and warrants to, DTC and agrees with, the Company shall agree. In additionthat: (i) it will solicit offers for the Notes only (a) from, on and will offer such Notes only to, persons who it reasonably believes are “qualified institutional buyers” within the basis meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the representations and warranties herein contained and subject to requirements of Rule 144A or (b) upon the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of Annex I to this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and Agreement; (ii) only once thereafter it is an institutional “accredited investor” within 30 days after the date meaning of this AgreementRule 501(a)(1), by (2), (3) or (7) under the Representatives Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to manner involving a public offering within the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date meaning of exercise Section 4(a)(2) of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeAct.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to issue and sell to the Underwriters Initial Purchaser, and the Initial Purchaser agrees to purchase severally from the Option Notes Company, the Firm Notes, at 96.5% of their principal amount. In addition, the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving Initial Purchaser may, upon written notice (ithe "Notice") given to the Company at any time (but not more than once) on or before the Closing Date and forty-fifth (ii45th) only once thereafter within 30 days after day subsequent to the date of this Agreement, purchase all or less than all of the Optional Securities at the purchase price of the Notes plus imputed interest from the Closing Date to the related Additional Closing Date at the rate per annum equal to the interest rate borne by the Representatives Notes. The Company agrees to sell to the Initial Purchaser the aggregate principal amount of Optional Notes specified in the Notice and the Initial Purchaser agrees to purchase such Optional Notes. No Optional Notes shall be sold or delivered unless the Firm Notes previously have been, or simultaneously are, sold and delivered. Within forty-five (45) days subsequent to the date of this Agreement, the right to purchase the Optional Notes may be surrendered and terminated at any time upon notice by the Initial Purchaser to the Company. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company setting forth at least 48 hours prior to the principal amount Closing Date or the Additional Closing Date, as the case may be, shall be delivered by or on behalf of Option the Company, against payment by or on behalf of the Initial Purchaser, of the purchase price therefore by wire transfer of immediately available funds to the account of the Company previously designated by it in writing. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York 10005, wixx xxxxxxx xx thx Xxxx Noxxx, xx 0:00 X.X., Xxx Xxxx xxxx, xx Xxxch 18, 2003, or at such date as to which the several Underwriters are exercising the option Initial Purchaser and the Company may agree upon, such time and date at which of delivery against payment being herein referred to as the "Closing Date," and with respect to the Optional Notes, such Option Notes are to be delivered. The time and date at as is set forth in the Notice which may be the Option Notes are to be delivered shall be determined by same time and date as the Representatives Closing Date but shall not be earlier than three the Closing Date nor later than 10 the tenth full business days day after the exercise date of such optionthe Notice, nor in any event prior to the Closing Date (such time and date of delivery against payment being herein referred to as the “Option "Additional Closing Date”). If ." Any such notice shall be given at least two business days prior to the time and date of exercise delivery specified therein. The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices in New York, New York of CIBC World Markets Corp. at least 24 hours prior to the option is three Closing Date or more days before the Additional Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder case may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreebe.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from purchase, at the Companyprice to be paid by the Underwriters set forth on Schedule II hereto, the aggregate principal amount of Firm Notes set forth opposite the name of such each Underwriter in on Schedule I hereto hereto, subject to adjustments in accordance with Section 8 hereof. (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofb) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, for the Firm Notes shall to be sold hereunder is to be made at in federal (same day) funds against delivery of the offices Firm Notes therefor to the Representatives for the several accounts of UBS Securities LLCthe Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, 200 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx XxxxNew York, at 10:00 a.m. a.m., New York time, on November 20, 2006 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Representatives you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (”. The Firm Notes will be delivered in $25 denominations and in such registrations as the Representatives request in writing not later than the second full business day prior to the Closing Date, and will be made available for inspection by the Representatives at least one business day prior to the Closing Date. 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 are not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company . (“DTC”), or registered in such other names and in such denominations as 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. c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Notes at the purchase same price as set forth in to be paid for the first paragraph of this Section 2Firm Notes (without giving effect to any accrued interest from the Closing Date to the Option Closing Date). The option granted hereby may be exercised in whole or in part only to cover overallotments by giving written notice (i) at any time before the Closing Date and (ii) only once at any time, from time to time, thereafter within 30 days after the date of this Agreement, by you, as Representatives of the Representatives several Underwriters, to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect aggregate principal amount of Option Notes to be purchased by each Underwriter shall be in the same proportion to the aggregate principal amount of Option Notes granted hereunder may being purchased as the aggregate principal amount of Firm Notes being purchased by such Underwriter bears to the aggregate principal amount of Firm Notes, adjusted by you in such manner as to be exercised only to cover over-allotments in the sale multiples of $25. You, as Representatives of the Firm Notes by the several Underwriters. The Representatives , may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To Date in federal (same day funds) through the extentfacilities of The Depository Trust Company in New York, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior New York drawn to the Option Closing Date. The single global certificate will be made available for inspection by order of the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeCompany.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriterthe Initial Purchasers, severally and not jointly, agrees agree to purchase from the Company, the principal amount of Firm the Notes set forth opposite the name of such Underwriter their respective names in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00equal to 97% of the such principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below)amount. Payment of the purchase price for, and delivery of certificate(s) forof, the Firm Notes shall will be made at the offices of UBS Securities LLCBear Xxxxxxx, 200 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, XX 00000 at 10:00 9:30 a.m. (New York City time, ) on November August 20, 2006 1996, unless postponed in accordance with Section 9 hereof, or at such other time and date thereafter as the Representatives may be mutually agreed in writing between you and the Company shall agree upon, such (the time and date of such payment and delivery being herein referred to as called the “"Closing Date").” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. b) In addition, on the basis of the representations representations, warranties, covenants and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an to the Initial Purchasers the option to the Underwriters purchase, severally and not jointly, up to purchase severally the Option Notes at the purchase price as set forth U.S. $15,000,000 in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which Optional Notes, for the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise sole purpose of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover covering over-allotments in the sale of the Firm Notes by the UnderwritersInitial Purchaser, at the same purchase price to be paid by the Initial Purchasers to the Company for the Firm Notes as set forth in Section 2(a). The Representatives This option may cancel such option be exercised at any time prior to its expiration time, in whole or in part, on or before the 30th day following the date of the Offering Circular, by giving written notice by Bear Xxxxxxx on behalf of such cancellation the Initial Purchasers to the Company. To Such notice shall set forth the extentaggregate principal amount of Optional Notes to be purchased pursuant to the option and the date and time, if anyas reasonably determined by Bear Xxxxxxx, when the Optional Notes are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED that the Additional Closing Date shall not be earlier than (x) the Closing Date or (y) the second full business day after the date on which the option is shall have been exercised, payment nor later than the eighth full business day after the date on which the option shall have been exercised (unless such date and time are postponed in accordance with Section 9 hereof). The principal amount of the Optional Notes to be sold to each Initial Purchasers shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchasers in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount of Firm Notes, subject to such adjustments to eliminate fractional amounts as Bear Xxxxxxx in its sole discretion may make. (c) At or prior to the Closing Date and any Additional Closing Date hereunder, the Company shall execute and deliver to the Trustee for authentication (i) the Notes to be purchased and sold on such date and shall deposit such Notes with the Trustee as custodian for the Option Depositary Trust Company ("DTC") for the account or accounts of participants in DTC (including Euroclear and CEDEL, as the case may be) purchasing beneficial interests therein and/or (ii) one or more certificates in global or definitive form in such denominations and registered in such names as the Initial Purchasers request upon notice to the Company at least two business days prior to such date. Against delivery of the Notes to DTC and Bear Xxxxxxx for the respective accounts of the Initial Purchasers, the Initial Purchasers shall pay or cause to be paid to the Company the purchase price for such Notes by certified or official bank check or checks, in New York Clearing House or similar same day funds, payable to the order of the Company. Certificates evidencing the Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes registered in such name or names and in such authorized denominations as Bear Xxxxxxx may request in writing at least two full business days prior to the UnderwritersClosing Date or applicable Additional Closing Date, as the case may be, the name of Cede & Co. as nominee for DTC. Such payment and delivery are The Company will permit you to be made inspect such certificates at the offices of UBS Securities LLCBear Xxxxxxx, 200 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, XX 00000 at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second least one full business day prior to the Option Closing Date and each Additional Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0097.100% of the principal amount thereof, plus accrued interest (if any) from May 26, 2015 to the Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the purchase price for, Notes to the Representative. Such payment and delivery of certificate(s) for, the Firm Notes shall are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on November 20October 19, 2006 2015 or at such other time and date thereafter as the Representatives Representative and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request Representative requests in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives Representative at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the RepresentativesRepresentative, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Company hereby grants an option and the Guarantors agrees to issue and sell to the Underwriters Initial Purchaser, and the Initial Purchaser agrees to purchase severally from the Option Company and the Guarantors the entire principal amount of the Notes at the a purchase price of 99.12% of the principal amount thereof. Certificates in definitive form for the Notes that the Initial Purchaser have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving Initial Purchaser request upon notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full least two business days after the exercise of such option, nor in any event prior to the Closing Date (Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer of same day or immediately available funds to such time and date being herein referred to account or accounts as the “Option Closing Date”). If the date of exercise of the option is three or more days before Company shall specify prior to the Closing Date, the notice of exercise shall set the Closing Date or by such means as the Option parties hereto shall agree prior to the Closing Date. The option with respect Company agrees to reimburse the Option Notes granted hereunder may be exercised only to cover over-allotments in Initial Purchaser for the sale cost of the Firm Notes by the Underwritersobtaining such same day or immediately available funds. The Representatives may cancel such option at any time prior Company has requested that due to certain circumstances beyond its expiration by giving written notice of such cancellation to the Company. To the extent, if any, control that the option is exercised, delivery of and payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx Xxxxxx & Xxxxxxx, 200 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, at 10:00 a.m. A.M., New York time, on June 23, 1997, or at such other place, time or date as the Option Initial Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date. To ." Upon completion of such delivery and payment the extent, if any, that offer and sale of the option is exercised, Notes to the Option Notes Initial Purchaser will be evidenced by a single definitive global certificate in book entry form, fully registered in declared completed (the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date"Closing"). The single global Company and the Guarantors will make such certificate will be made or certificates for the Notes available for inspection checking and packaging by the Representatives Initial Purchaser at its offices in New York, New York at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeDate.

Purchase, Sale and Delivery of the Notes. On a. Subject to the basis of terms and conditions and in reliance upon the representations, warranties and covenants herein containedof the Company, MHI and subject to the conditions Initial Purchasers herein set forth, the Company agrees to sell to each Underwriter, the Initial Purchasers and each Underwriter, severally and not jointly, agrees the Initial Purchasers agree to purchase from the Company, the Company $135,000,000 principal amount of Firm Notes Notes, in the respective principal amounts set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% their names b. Delivery of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment Notes against payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes therefor shall be made at the offices of UBS Securities LLCFulbright & Jawoxxxx X.X.P. located at 1301 XxXxxxxx, 200 Xxxx XxxxxxXxxxx 0000, Xxx XxxxXxxxxxx, Xxx XxxxXxxxx 00000, xx such other location as may be mutually acceptable to the Initial Purchasers and the Company. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on November 20the third full business day next following the date of this Agreement, 2006 or at such other time and date thereafter as shall be agreed upon by the Representatives Initial Purchasers and the Company shall agree upon, such Company. The time and date being of such delivery and payment are herein referred to as called the “"Closing Date.” (As used herein, “business day” means a day on which " One or more certificates evidencing beneficial interests in 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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for of The Depository Trust Company (“"DTC”"), or registered in the name of such other names and in such denominations as eligible nominee of DTC identified by the Representatives request Initial Purchasers to the Company in writing not later than at least two full business days prior to the second Closing Date, in the principal amounts corresponding to the aggregate principal amount of the Notes (the "Global Notes") shall be delivered to the Initial Purchasers by the Company, against payment of the purchase price therefor by wire transfer of same day funds, to an account designated by the Company, provided that the Company shall give at least one business day's prior written notice to the Initial Purchasers of the information required to effect such wire transfer. c. The Company will permit the Initial Purchasers to examine and package the Global Notes for delivery at least one full business day prior to the Closing Date. The single global . d. It is understood that each certificate will be made available for inspection by the Representatives at least one business day prior evidencing a Note shall bear a legend substantially to the Closing Date at such place as following effect: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A Each Initial Purchaser hereby acknowledges that the RepresentativesNotes have not been registered under the Securities Act and that they are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part on its representations contained in this Agreement, DTC including, without limitation, the following: it has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company shall agree. In additionso that it is capable of evaluating the merits and risks of its investment in the Company; it acknowledges that it must bear the economic risk of this investment indefinitely unless the Notes are registered under the Securities Act or an exemption from registration is available; it has received and read the Offering Memorandum and has had an opportunity to discuss the Company's business, on the basis management and financial affairs with directors, officers and other management of the representations Company and warranties herein contained ask questions of, and subject to receive answers from, the Company and its management regarding the terms and conditions herein set forthof its investment in the Company. Each Initial Purchaser represents and warrants that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act ("QIBs")). Each Initial Purchaser agrees with the Company that (a) it has not and will not solicit offers for, or offer or sell, the Company hereby grants an option to Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole Securities Act) or in part by giving notice any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, and (b) in connection with the initial placement of the Notes, it has and will solicit offers for the Notes only from, and will offer the Notes only (i) at any time before to persons whom it reasonably believes to be QIBs in accordance with Rule 144A, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A under the Closing Date and Securities Act, and, in each case, in transactions under Rule 144A, or (ii) only once thereafter outside the United States in reliance on Regulation S under the Securities Act. The Initial Purchaser agrees that it will not offer, sell or deliver any of the Notes in any jurisdiction outside the United States, its territories and possessions except under circumstances that will result in compliance with the provisions of Regulation S under the Securities Act and the applicable laws of such jurisdiction. Each Initial Purchaser understands that no action has been taken to permit a public offering of the Notes in any jurisdiction within 30 days after or without the date United States where action would be required for such purpose. Each Initial Purchaser agrees not to cause any advertisement of this Agreement, by the Representatives Notes to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such optionNotes, nor except in any event prior such case with the consent of the Company. Each Initial Purchaser agrees to send and give a copy of the Closing Date Definitive Memorandum (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise same may be supplemented or amended) to each purchaser of the option is three or more days before the Closing Date, the notice Notes in connection with written confirmation of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeperson.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the several Initial Purchasers, all of the Notes, and subject to the conditions set forth herein and on the basis of the representations, warranties warranties, terms and covenants herein contained, and subject to the conditions herein set forthagreements herein, the Company agrees to sell to each Underwriter, and each UnderwriterInitial Purchasers agree, severally and not jointly, agrees to purchase from the Company, Company the aggregate principal amount of Firm the Notes set forth opposite the name of such Underwriter in their names on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) A, at a purchase price of 98.0098.75% of the principal amount thereof, plus accrued interest (if any) to thereof payable on the Closing Date Date. (as defined below). Payment of b) One or more certificates for the purchase price forNotes in definitive form to be purchased by the Initial Purchasers shall be delivered to, and delivery of certificate(s) for, the Firm Notes payment therefor shall be made at at, the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and SunTrust) at 10:00 9:00 a.m. New York City time, on November 20June 2, 2006 2020, or at such other time and date thereafter as the Representatives and SunTrust shall designate by notice to the Company shall agree upon, such (the time and date being herein referred to as of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances under which SunTrust may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 15 hereof.” (As used hereinc) The Company shall deliver, “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 executive order cause to be closed). Payment delivered, to SunTrust for the Firm accounts of the several Initial Purchasers certificates for the Notes to be sold hereunder is to be made by Federal Funds at the Closing Date against the irrevocable release of a wire transfer to an account designated by of immediately available funds for the Company, against delivery amount of the Firm Notes to the Underwriterspurchase price therefor. The Firm certificates for the Notes will shall be evidenced by a single definitive global certificate in book entry form, fully such denominations and registered in the name of Cede & Co., as nominee for of The Depository Trust Company (the “DTCDepositary”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will shall be made available for inspection by on the Representatives at least one business day prior to preceding the Closing Date at such a location in New York City, as SunTrust may designate. Time shall be of the essence, and delivery at the time and place as specified in this Agreement is a further condition to the Representativesobligations of the Initial Purchasers. (d) Each Initial Purchaser severally and not jointly represents and warrants to, DTC and agrees with, the Company shall agree. In additionthat: (i) it will solicit offers for the Notes only (a) from, on and will offer such Notes only to, persons who it reasonably believes are “qualified institutional buyers” within the basis meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the representations and warranties herein contained and subject to requirements of Rule 144A or (b) upon the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of Annex I to this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and Agreement; (ii) only once thereafter it is an institutional “accredited investor” within 30 days after the date meaning of this AgreementRule 501(a)(1), by (2), (3) or (7) under the Representatives Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to manner involving a public offering within the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date meaning of exercise Section 4(a)(2) of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeAct.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option Issuers agree to issue and sell to the Underwriters Initial Purchaser, and the Initial Purchaser agrees to purchase severally from the Option Issuers, the principal amounts of Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at the a purchase price equal to 97.0% of their principal amount. One or more certificates in definitive form for the Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving Initial Purchaser requests upon notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event least 36 hours prior to the Closing Date Date, shall be delivered by or on behalf of the Issuers to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 at 10:00 A.M., New York time, on May 5, 1998, or at such other place, time or date as the Initial 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 “Option "Closing Date”). If ." The Issuers will make such ------------ certificate or certificates for the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes available for checking and packaging by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made Initial Purchaser at the offices of UBS Securities LLCthe Initial Purchaser in New York, 200 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxxor at such other place as the Initial Purchaser may designate, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day least 24 hours prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, at 97.0% of their principal amount, the respective aggregate principal amount of the Firm Notes set forth opposite the name of such Underwriter in on Schedule I hereto 1 hereto. (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofb) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations representations, warranties, agreements and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchaser, to purchase severally up to $20,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price to be paid by the Initial Purchaser for the Firm Notes, plus accrued interest, if any, from the Closing Date (as set forth in hereinafter defined) to the first paragraph of this Section 2Additional Closing Date (as hereinafter defined). The option granted hereby hereunder may be exercised in whole at any time, on or in part before the thirtieth day following the date of the Offering Memorandum upon written notice by giving the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters are Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as hereinafter defined) and in such case, the term “Closing Date” shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are to Closing Date, is called the “Additional Closing Date.” The Additional Closing Date must be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 eight full business days after the exercise of such date the Initial Purchaser exercises the option, nor in any event prior to with the Closing Date (such time and actual date being herein referred to as determined by the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateInitial Purchaser. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Initial Purchaser may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, . (c) Delivery of and payment for the Option Firm Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxxxx & Xxxxxxxx LLP, 200 Xxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 a.m. 9:00 a.m., New York time, on February 17, 2004, or at such other date as the Option Initial Purchaser and the Company may agree upon, such time and date being herein referred to as the “Closing Date.” The Firm Notes shall be delivered on the Closing Date against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Company. To One or more global securities representing the extent, if any, that Firm Notes shall be registered by the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered Trustee in the name of Cede & Co., as the nominee for of The Depository Trust Company (“DTC”), or registered in credited to the accounts of such other names and in such denominations of its participants as the Representatives request in writing not later than Initial Purchaser shall request, upon notice to the second full business day Company at least 48 hours prior to the Option Closing Date. The single global certificate will . (d) Delivery to the Initial Purchaser of and payment for the Optional Notes shall be made available for inspection by on the Representatives at least one business day prior to the Option Additional Closing Date in the same manner and in the same office and at such place the same time of day as payment for the Representatives, DTC and the Company shall agreeFirm Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, Company the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0099.069% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the purchase price for, Notes to the Representatives. Such payment and delivery of certificate(s) for, the Firm Notes shall are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx XxxxThe Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on November 20April 3, 2006 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, covenants and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchasers, severally and not jointly, agree to purchase severally from the Option Notes Issuers, at the a purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date 96.5% of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such optionthereof, nor in any event prior plus accrued interest, if any, from November 8, 1996 to the Closing Date (such time hereinafter referred to, the Notes in the respective principal amount set forth opposite their names in Schedule A hereto. Delivery of and date being herein referred to as the “Option Closing Date”). If the date of exercise payment of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment purchase price for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at in the offices of UBS Securities LLCBear, 200 Xxxxxxx & Co. Inc. at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, or at such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 a.m. a.m., New York time, on November 8, 1996, or at such other time as shall be agreed upon by the Option Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date. To ." Delivery of the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will shall be made available to you for inspection the respective accounts of the several Initial Purchasers against payment by the Representatives several Initial Purchasers of the purchase price for the Notes by wire transfer of immediately available funds to an account or accounts to be designated by the Issuers at least one business day prior to the Option Closing Date Date. (b) The Notes shall be in definitive form and registered in the name of Cede & Co. The Issuers will permit you to examine and package such Notes for delivery at least one full business day prior to the Closing Date. (c) The Initial Purchasers have advised the Issuers that they propose to offer the Notes for resale upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. The Initial Purchasers hereby represent and warrant to, and agree with, severally, and not jointly, the Issuers that they (i) have not and will not solicit offers for, or offer or sell, such place Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the RepresentativesAct) or in any manner involving a public offering within the meaning of Section 4(2) of the Act, DTC (ii) will solicit offers for such Notes pursuant to Rule 144A or resales not involving a public offering, as applicable, only from, and will offer, sell or deliver such Notes, as part of its distribution, only to, respectively, (A) persons in the Company shall agreeUnited States whom it reasonably believes to be qualified institutional buyers within the meaning of Rule 144A ("Qualified Institutional Buyers") and (B) institutional "accredited investors," as defined in Rule 501(A)(1), (2), (3) or (7) under the Act, provided, however, that such "accredited investor" must complete and deliver to it an investment letter substantially in the form of Annex A to the Offering Memorandum prior to acceptance of any order and (iii) such Initial Purchasers are Qualified Institutional Buyers, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes. Each Initial Purchaser understands that the Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 5 hereof, counsel to the Issuers and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby expressly consents to such reliance.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchasers, and each Underwriterthe Initial Purchasers, subject to Section 17 hereof, severally and not jointly, agrees agree to purchase from the Company, at 97.375% of their principal amount, the respective aggregate principal amount amounts of the Firm Notes set forth opposite the name of such Underwriter in on Schedule I hereto 1 hereto. (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofb) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations representations, warranties, agreements and warranties covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchasers, to purchase severally purchase, subject to Section 17 hereof, up to $40,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price as set forth in to be paid by the first paragraph of this Section 2Initial Purchasers for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised in whole at any time, on or in part before the 30th day following the date of the Offering Memorandum upon written notice by giving the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3(c) below) and in such case, the term "Closing Date" shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are to Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 eight full business days after the date the Initial Purchasers exercise of such the option, nor in any event prior to with the Closing Date (such time and actual date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes determined by the UnderwritersInitial Purchasers. The Representatives Bear, Stearns & Co. Inc. may cancel such the option at any time prior to its expiration xxx xxpiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option Issuers agree to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date issue and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the sell $650,000,000 aggregate principal amount of Option Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 99.25% (representing a gross purchase price of 100.000%, less the Initial Purchasers’ 1.75% discount) of the aggregate principal amount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxxxx Xxxxx, for the Notes that the Initial Purchasers have agreed to which purchase hereunder, and in such denomination or denominations and registered in such name or names as Xxxxxxx Xxxxx requests upon notice to the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall Issuers not be earlier than three nor later than 10 one full business days after the exercise of such option, nor in any event day prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”defined below). If the date of exercise , shall be delivered by or on behalf of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect Issuers to the Option Notes granted hereunder may be exercised only to cover over-allotments in Initial Purchasers for the sale account of the Firm Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the CompanyInitial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in federal or other funds immediately available to the account of the Issuers. To the extent, if any, that the option is exercised, Such delivery of and payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCXxxxxx Xxxxxx & Xxxxxxx llp (“Counsel for the Initial Purchaser”), 200 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. A.M., New York City time, on February 11, 2013, or at such other place, time or date as Xxxxxxx Xxxxx and the Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, any Issuer or any other person. Additionally, the Initial Purchasers are not advising either Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The single global certificate Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be made available performed solely for inspection by the Representatives at least one business day prior to benefit of the Option Closing Date at such place as Initial Purchasers and shall not be on behalf of the Representatives, DTC and the Company shall agreeIssuers.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and covenants agreements herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and but subject to the terms and conditions herein set forth, the Company hereby grants an option agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase severally from the Option Notes Company, at the a purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date 99.65% of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before thereof plus accrued interest from the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale respective principal amounts of the Firm Notes set forth opposite the names of the several Underwriters in Schedule A hereto. (b) Delivery of a certificate or certificates for the Notes in global form to be purchased by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, Underwriters and payment for the Option Notes therefor shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCCleary, 200 Xxxx XxxxxxGottlieb, Xxx XxxxXxxxx & Xxxxxxxx (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m., Xxx Xxxx, at 10:00 a.m. New York City time, on October 7, 2003, or such other time and date as the Option Underwriters shall designate by notice to the Company (the time and date of such closing are called the "CLOSING DATE"). Such certificate or certificates shall be in such denominations as the Representatives shall have requested at least two full business days prior to the Closing DateDate and a form thereof shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the representatives may designate. To the extent, if any, that the option is exercised, the Option Notes issued in book-entry form will be evidenced by a single definitive global certificate in book entry form, fully registered issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "DEPOSITARY"), pursuant to a Letter of Representations, to be dated as of the Closing Date, among the Company, the Trustee and the Depositary. (c) The Representatives hereby advise the Company that the Underwriters intend to offer for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior sale to the Option Closing Date. The single global certificate will be made available for inspection by public, as described in the Representatives at least one business day prior to Prospectus, their respective portions of the Option Closing Date at such place Notes as soon after this Agreement has been executed as the Representatives, DTC in their sole judgment, have determined is advisable and practicable. (d) Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes the Underwriters have agreed to purchase. Banc of America Securities LLC, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (e) The Company shall agreedeliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters a certificate or certificates for the Notes at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Purchase, Sale and Delivery of the Notes. a. On the basis of the representations, warranties warranties, covenants and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, Initial Purchaser and each UnderwriterInitial Purchaser agrees to purchase, severally and not jointly, agrees to purchase from the Company, Company the Notes in the respective principal amount of Firm Notes amounts set forth opposite the name of such Underwriter in their names on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00100% of the their principal amount thereofamount, plus accrued interest (interest, if any) to the Closing Date (as defined below). . b. Payment of the purchase price for, and delivery of certificate(s) forof, the Firm Notes shall be made at the offices of UBS Securities LLCLatham & Watkins, 200 Xxxx Xxxxxx885 Thxxx Xxenux, Xxx XxxxYoxx, Xxx XxxxXxxx 00000 xx 00:00 x.x. (Xxx Xxxx City time) on August 22, at 10:00 a.m. New York time, on November 20, 2006 1996 or at such other time and date thereafter as shall be mutually agreed between the Representatives Company and the Company shall agree upon, Initial Purchasers (such time and date of such payment and delivery being herein referred called the "Closing Date"). At or prior to the Closing Date, the Company shall execute and deliver for authentication one or more certificates in global or definitive form for the Notes in such denominations and registered in such names as the “Initial Purchasers request upon notice to the Company at least two business days prior to the Closing Date.” (As used herein. Against such delivery of the Notes, “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 Initial Purchasers shall pay or executive order cause to be closed)paid to the Company the purchase price for the Notes. Payment for the Firm Notes to be sold hereunder is to shall be made to the Company by Federal Funds wire transfer of immediately available funds to an account designated by the Company, against delivery . c. Each of the Firm Notes Initial Purchasers hereby each represents, warrants and covenants with respect to itself to the Underwriters. The Firm Company and the Guarantor that: (i) it is either a QIB or an Accredited Investor, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes; (ii) it (A) is not acquiring the Series A Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction and (B) will be evidenced reoffering and reselling the Series A Notes only to QlBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and to a single definitive global certificate in book entry form, fully registered limited number of Accredited Investors that execute and deliver a letter containing certain representations and agreements in the name form attached as Annex A to the Offering Memorandum; (iii) no form of Cede & Co.general solicitation or general advertising has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Series A Notes, as nominee for The Depository Trust Company (“DTC”)including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or registered similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (iv) it will otherwise act in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to accordance with the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in this Agreement and in the first paragraph Offering Memorandum in connection with the placement of this the Notes contemplated hereby; and (v) it understands that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement7 hereof, by the Representatives counsel to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior counsel to the Closing Date (such time Initial Purchasers will rely upon the accuracy and date being herein referred to as the “Option Closing Date”). If the date of exercise truth of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect foregoing representations and hereby consents to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreereliance.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company LNR agrees to issue and sell to each UnderwriterInitial Purchaser, and each Underwriter, of the Initial Purchasers agrees severally and but not jointly, agrees jointly to purchase from the CompanyLNR, the aggregate principal amount of Firm Notes set forth opposite the such Initial Purchaser's name of such Underwriter in on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) hereto, at a purchase price of 98.0098.875% of their principal amount. One or more global securities representing the principal amount thereofNotes shall be registered by the Trustee in the name of the nominee of The Depository Trust Company ("DTC"), plus accrued interest (if any) Cede & Co., credited to the accounts of such of its participants as the Initial Purchasers shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below). Payment , with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price for, therefor by wire transfer in immediately available funds. Delivery of and delivery of certificate(s) for, payment for the Firm Notes shall be made at the offices of UBS Securities LLCWillkie Farr & Gallagher LLP, 200 Xxxx Xxxxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxxxx Xxxxxxx 00, at 10:00 a.m. New York time0000, on November 20xx xx xxxh other place, 2006 time or at such other date not later than five business days thereafter as the Initial Purchasers and LNR may agree upon. Such time and date thereafter as the Representatives and the Company shall agree upon, such time and date being of delivery against payment are herein referred to as the “"Closing Date.” " (As used herein, “"business day” " means a day on which the The New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the several Initial Purchasers, all of the Notes, and subject to the conditions set forth herein and on the basis of the representations, warranties warranties, terms and covenants herein contained, and subject to the conditions herein set forthagreements herein, the Company agrees to sell to each Underwriter, and each UnderwriterInitial Purchasers agree, severally and not jointly, agrees to purchase from the Company, Company the aggregate principal amount of Firm the Notes set forth opposite the name of such Underwriter in their names on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) A, at a purchase price of 98.0098.75% of the principal amount thereof, plus accrued interest (if any) to thereof payable on the Closing Date Date. (as defined below). Payment of b) One or more certificates for the purchase price forNotes in definitive form to be purchased by the Initial Purchasers shall be delivered to, and delivery of certificate(s) for, the Firm Notes payment therefor shall be made at at, the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and BofAS) at 10:00 9:00 a.m. New York City time, on November 2017, 2006 2020, or at such other time and date thereafter as the Representatives and BofAS shall designate by notice to the Company shall agree upon, such (the time and date being herein referred to as of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances under which BofAS may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 15 hereof.” (As used hereinc) The Company shall deliver, “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 executive order cause to be closed). Payment delivered, to BofAS for the Firm accounts of the several Initial Purchasers certificates for the Notes to be sold hereunder is to be made by Federal Funds at the Closing Date against the irrevocable release of a wire transfer to an account designated by of immediately available funds for the Company, against delivery amount of the Firm Notes to the Underwriterspurchase price therefor. The Firm certificates for the Notes will shall be evidenced by a single definitive global certificate in book entry form, fully such denominations and registered in the name of Cede & Co., as nominee for of The Depository Trust Company (the “DTCDepositary”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will shall be made available for inspection by on the Representatives at least one business day prior to preceding the Closing Date at such a location in New York City, as BofAS may designate. Time shall be of the essence, and delivery at the time and place as specified in this Agreement is a further condition to the Representativesobligations of the Initial Purchasers. (d) Each Initial Purchaser severally and not jointly represents and warrants to, DTC and agrees with, the Company shall agree. In additionthat: (i) it will solicit offers for the Notes only (a) from, on and will offer such Notes only to, persons who it reasonably believes are “qualified institutional buyers” within the basis meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the representations and warranties herein contained and subject to requirements of Rule 144A or (b) upon the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of Annex I to this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and Agreement; (ii) only once thereafter it is an institutional “accredited investor” within 30 days after the date meaning of this AgreementRule 501(a)(1), by (2), (3) or (7) under the Representatives Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer to sell the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to manner involving a public offering within the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date meaning of exercise Section 4(a)(2) of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agreeAct.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from purchase, at a price of 96.75% of the Companyprincipal amount thereof (the “Purchase Price”), the principal amount of Firm Notes set forth opposite the such Underwriter’s name of such Underwriter in on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated hereto, subject to purchase pursuant to the provisions of adjustments in accordance with Section 11 hereof. (b) at a purchase price of 98.00% The Notes to be purchased by the Underwriters hereunder will be represented by one or more definitive global notes in book-entry form which will be deposited by or on behalf of the principal amount thereofCompany with The Depository Trust Company in New York or its designated custodian (“DTC”). The Company will deliver the Notes to you for your account, plus accrued interest against payment by or on behalf of you of the Purchase Price therefor by wire transfer of Federal (if anysame-day) funds to the account specified by the Company to you at least forty-eight hours in advance, by causing DTC to credit the Notes to your account at DTC. The Company will cause the Firm Notes to be made available to you for checking at least twenty-four hours prior to the Firm Notes Closing Date (as defined below) at the office of DTC or its designated custodian (the “Designated Office”). Payment The time and date of the purchase price forsuch delivery and payment shall be, and delivery of certificate(s) for, with respect to the Firm Notes shall be made at the offices of UBS Securities LLCNotes, 200 Xxxx Xxxxxx10:00 a.m., Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York City time, on November 20March 18, 2006 2008 or at such other time and date thereafter as the Representatives Representative and the Company shall may agree upon, such time and date being herein referred to as upon in writing (the “Firm Notes Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. . (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase severally the Option Optional Notes at the purchase price as set forth in the first paragraph of this Section 2Purchase Price. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Firm Notes Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives Representative to the Company setting forth the principal amount of Option Optional Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes certificates are to be delivered. The time and date at which the Option certificates for Optional Notes are to be delivered shall be determined by the Representatives Representative but shall not be earlier than three nor later than 10 full business days Business Days after the exercise of such option, nor in any event prior to the Firm Notes Closing Date (such time and date being herein referred to as the “Option Optional Notes Closing Date”). If the date of exercise of the option is three or more days before the Firm Notes Closing Date, the notice of exercise shall set the Firm Notes Closing Date as the Option Optional Notes Closing Date. The principal amount of Optional Notes to be purchased by each Underwriter shall be in the same proportion to the total principal amount of Optional Notes being purchased as the principal amount of Firm Notes being purchased by such Underwriter bears to the total principal amount of Firm Notes, adjusted by you in such manner as to avoid principal amounts of less than $1,000. The option with respect to the Option Optional Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Representative of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Optional Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Optional Notes Closing Date. To Date in Federal (same day funds) through the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name facilities of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.New

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0098.699% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the purchase price for, Notes to the Representatives. Such payment and delivery of certificate(s) for, the Firm Notes shall are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx XxxxHalter & Xxxxxxxx LLP, Xxx 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on November 2016, 2006 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0096.25% of the their principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) foramount, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing DateNotes.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. b) In addition, on the basis of the representations representations, warranties and warranties agreements herein contained contained, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchaser, to purchase severally up to $15,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price to be paid by the Initial Purchaser for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as set forth in the first paragraph of this Section 2hereinafter defined). The option granted hereby hereunder may be exercised in whole at any time, on or in part before the thirtieth day following the date of the Offering Memorandum upon notice by giving the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters are Initial Purchaser is exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3(c) below) and in such case, the term "Closing Date" shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are to Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 eight full business days after the exercise of such date the Initial Purchaser exercises the option, nor in any event prior to with the Closing Date (such time and actual date being herein referred to as determined by the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing DateInitial Purchaser. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Initial Purchaser may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe several Underwriters named in Schedule A hereto, and each Underwritersuch Underwriter agrees, severally and not jointly, agrees to purchase from the Company, Company at the initial purchase price set forth in Schedule B hereto the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% A. The closing of the principal amount thereoftransactions and delivery of the documents contemplated hereby shall take place at the office, plus accrued interest (if any) date and time specified in Schedule B. The Firm Notes will be delivered by the Company to you for the Closing Date (as defined below). Payment accounts of the several Underwriters through the facilities of The Depository Trust Company against payment of the purchase price fortherefor by wire transfer in federal (same day) funds at the closing date and time specified on Schedule B (or, if the New York and delivery American Stock Exchanges and commercial banks in The City of certificate(s) forNew York are not open on such day, the Firm Notes shall be made at the offices of UBS Securities LLCnext day on which such exchanges and banks are open), 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date not later than eight full business days thereafter as the Representatives you and the Company shall agree upondetermine, such time and date being herein referred to as the “Closing Date.” (As used hereinIt is understood that you, “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 individually and not permitted by law as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or executive order to be closed). Payment Underwriters, for the Firm Notes to be sold hereunder is to be made purchased by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the such Underwriter or Underwriters. The Firm Notes will be evidenced Any such payment by a single definitive global certificate in book entry form, fully registered in the name you shall not relieve any such Underwriter or Underwriters of Cede & Co., as nominee for The Depository Trust Company any of its or their obligations hereunder. (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior b) Subject 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. In addition, on the basis of the representations and warranties herein contained and subject to all the terms and conditions herein set forthof this Agreement, the Company hereby grants an option the Option to the several Underwriters to purchase purchase, severally the and not jointly, up to $0 aggregate principal amount of Option Notes from the Company at the purchase same price per Note as set forth in the first paragraph of this Section 2Underwriters shall pay for the Firm Notes. The option granted hereby Option may be exercised in whole or in part by giving notice (i) at any time (but not more than once) on or before the thirtieth calendar day following the Closing Date and Date, upon written or telegraphic notice (iithe “Option Notes Notice”) only once thereafter within 30 days after the date of this Agreement, by the Representatives Representative to the Company setting forth no later than 12:00 noon, New York City time, at least two and no more than five business days before the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which specified for closing in the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date Notice (such time and date being herein referred to as the “Option Closing Date”)) setting forth the aggregate number of Option Notes to be purchased and the time and date for such purchase. If On the date of exercise of the option is three or more days before the Option Closing Date, the notice Company will issue and sell to the Underwriters the number of exercise shall Option Notes set the Closing Date as the Option Closing Date. The option with respect to forth in the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale Notice, and each Underwriter will purchase such percentage of the Option Notes as is equal to the percentage of Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option Underwriter is exercised, payment purchasing. Payment of the purchase price for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered Date in the name same manner and at the same time of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations day as the Representatives request in writing not later than payment for the second full business day prior Firm Notes (unless another time shall be agreed to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC you and the Company shall agreeCompany).

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.0097.50% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November July 20, 2006 2007 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option 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 warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriterthe Initial Purchaser, and each Underwriter, severally and not jointly, the Initial Purchaser agrees to purchase from the Company, at 100% of their principal amount plus accrued interest, if any, from July 26, 2005, the aggregate principal amount of the Firm Notes set forth opposite the name of such Underwriter in on Schedule I hereto 1 hereto. (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereofb) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations representations, warranties, agreements and warranties covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters Initial Purchaser to purchase severally up to $7,000,000 in aggregate principal amount of Optional Notes from the Option Notes Company at the same price as the purchase price as set forth in to be paid by the first paragraph of this Section 2Initial Purchaser for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date. The option granted hereby hereunder may be exercised in whole at any time, on or in part before the thirtieth day following the date of the Offering Memorandum (the "Option Exercise Period") upon written notice by giving the Initial Purchaser to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) at any time before the Closing Date and amount (ii) only once thereafter within 30 days after the date which shall be an integral multiple of this Agreement, by the Representatives to the Company setting forth the $1,000 in aggregate principal amount at issuance) of Option Optional Notes as to which the several Underwriters are Initial Purchaser is exercising the option option, and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date and, in such case, the term "Closing Date" shall refer to the time and date at which such Option of delivery of the Firm Notes are to be deliveredand the Optional Notes). The Such time and date at which of delivery, if subsequent to the Option Notes are to be delivered Closing Date, is called the "Additional Closing Date." The Additional Closing Date shall be determined by the Representatives but Initial Purchaser but, unless it is the Closing Date, shall not be no earlier than three nor and no later than 10 eight full business days after the exercise of such date the Initial Purchaser exercises the option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives Initial Purchaser may cancel such the option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, . (c) Delivery of and payment for the Option Firm Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLCMintz, 200 Xxxx XxxxxxLevin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, 25th Floor, New York, New York, 10017, at 9:00 a.m., Xxx XxxxXxxx xxxx, Xxx Xxxxxx Xxxx 00, at 10:00 a.m. New York time0000, xx xx xxxx other date as the Initial Purchaser and the Company may agree upon, such time and date being herein referred to as the "Closing Date." The Firm Notes shall be delivered on the Option Closing DateDate against payment of the purchase price therefore by wire transfer of immediately available funds to an account specified in writing to the Initial Purchaser by the Company. To If requested by the extentInitial Purchaser, if any, that one or more global securities representing the option is exercised, Firm Notes shall be registered by the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered Trustee in the name of Cede & Co., as the nominee for of The Depository Trust Company ("DTC"), or registered in and credited to such other names and in such denominations accounts as the Representatives request in writing not later than Initial Purchaser shall request, upon notice to the second full business day Company at least 48 hours prior to the Option Closing Date. The single global certificate will . (d) Delivery to the Initial Purchaser of and payment for the Optional Notes shall be made available for inspection by on the Representatives at least one business day prior to the Option Additional Closing Date at such place in the same manner and in the same office as payment for the Representatives, DTC and the Company shall agreeFirm Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (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 executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Initial Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 96.75% of their principal amount. In addition, the Company hereby grants an to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same purchase price per Note to be paid by the Underwriters to purchase severally the Option Notes at Company for the purchase price as set forth in the first paragraph of this Section 2Initial Notes. The option granted hereby to purchase Additional Notes may be exercised in whole or in part by giving notice (i) the Representatives on behalf of the several Underwriters at any time and from time to time on or before the Closing Date and (ii) only once thereafter within 30 days after thirtieth day following the date of this Agreementthe Prospectus, by the Representatives written notice to the Company setting Company. Such notice shall set forth the principal amount aggregate number of Option Additional Notes as to which the several Underwriters are exercising the such option is being exercised and the date and time and date at which such Option Notes are to be delivered. The time and date at which when the Option Additional Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be determined by the Representatives but shall not be earlier than three the “Closing Date” (as defined below) nor earlier than the second business day after the date on which such option shall have been exercised nor later than 10 full the tenth business days day after the exercise date on which such option shall have been exercised. The number of Additional Notes to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Notes being purchased as the number of Initial Notes set forth opposite the name of such optionUnderwriter on Schedule I hereto bears to the total number of Initial Notes (subject, nor in any event each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. One or more certificates in definitive form or global 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 24 hours prior to the Closing Date 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 (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Initial Notes or the Additional Notes, as the case may be, shall be made at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on August 8, 2014, 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 “Option Closing Date”). If The Company will make such certificate or certificates for the date Notes available for checking and packaging by the Underwriters at the offices of exercise of the option is three Deutsche Bank Securities Inc. in New York, New York, or more days before at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale Payment of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment purchase price for the Option Additional Notes shall be made by Federal Funds wire at the additional time of purchase in the same manner and at the same office and time of day as the payment for the Initial Notes. Electronic transfer to an account designated by the Company, against delivery of the Option Additional Notes shall be made to the Underwriters. Such payment and delivery are to be made at the offices Underwriters additional time of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered purchase in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company Underwriters shall agreespecify.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and covenants herein contained, contained and subject to the terms and conditions herein set forth, the Company LNR agrees to issue and sell to each UnderwriterInitial Purchaser, and each Underwriter, of the Initial Purchasers agrees severally and but not jointly, agrees jointly to purchase from the CompanyLNR, the aggregate principal amount of Firm Notes set forth opposite the such Initial Purchaser’s name of such Underwriter in on Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) hereto, at a purchase price of 98.0098.875% of their principal amount. One or more global securities representing the principal amount thereofNotes shall be registered by the Trustee in the name of the nominee of The Depository Trust Company (“DTC”), plus accrued interest (if any) Cede & Co., credited to the accounts of such of its participants as the Initial Purchasers shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below). Payment , with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price for, therefor by wire transfer in immediately available funds. Delivery of and delivery of certificate(s) for, payment for the Firm Notes shall be made at the offices of UBS Securities LLCXxxxxxx Xxxx & Xxxxxxxxx, 200 Xxxx 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXX 00000, at 10:00 a.m. A.M., New York City time, on November 20July 3, 2006 2003, or at such other place, time or date not later than five business days thereafter as the Initial Purchasers and LNR may agree upon. Such time and date thereafter as the Representatives and the Company shall agree upon, such time and date being of delivery against payment are herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the The New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as 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. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.