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

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibit. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibit. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Section, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the Underwriters, shall be as set forth in Section 4 of the Terms Exhibit. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters for their respective accounts through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of the Issued Notes available for inspection by the Representative in New York, New York, not later than 12:00 p.m. New York City time on the Business Day prior to the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms ExhibitAgreement. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit Agreement (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions herein and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell and deliver to each Underwriterthe several Underwriters as hereinafter provided, and each Underwriter agreesagrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective Initial Note Balance initial principal amount of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibit. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance initial principal amount of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibit. On Payment for the Notes shall be made to the Seller or to its order by wire transfer of same day funds on the closing date specified in the Terms Exhibit, or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Seller may agree upon in writing (the “Closing Date, as consideration for the delivery of the Notes as set forth in this Section, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller”). The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance initial principal amount of the applicable class of Notes sold to the Underwriters, shall be as set forth in Section 4 of the Terms Exhibit. The Seller shall deliver (or shall cause Payment for the Issuer to deliver) the Notes to the Underwriters for their respective accounts through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes made against delivery to the Representatives, for the respective accounts of the several Underwriters of the Notes, registered in the name of Cede & Co., as nominee for DTC. of The interests of beneficial owners Depository Trust Company and in such denominations as the Representatives shall request in writing not later than two full Business Days before the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Seller. The Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of the Issued Notes made available for inspection by the Representative Underwriters in New York, New York, York not later than 12:00 p.m. 1:00 p.m., New York City time time, on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibit. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibit. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Section, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the Underwriters, shall be as set forth in Section 4 of the Terms Exhibit. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters for their respective accounts through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of the Issued Notes available for inspection by the Representative in New York, New York, not later than 12:00 p.m. New York City time on the Business Day prior to the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey CityWilmington, New JerseyDelaware.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms ExhibitAgreement. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit Agreement (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Xxxxx Xxxxx LLP, New Yorkat the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on April 7, Illinois on the closing date specified in the Terms Exhibit 2005 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on January 29, Illinois on the closing date specified in the Terms Exhibit 2004 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex 1 hereto. The Notes will bear interest at the applicable rate set forth thereinin the Terms Agreement. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Dechert LLP, 00 Xxxxx Xxxxxx Xxxxx30 Rockefeller Center, 39th 41st Floor, ChicagoNew York, Illinois New York on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the Underwriting Agreement applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Dechert LLP, New Yorkat the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex 1 hereto. The Notes will bear interest at the applicable rate set forth thereinin the Terms Agreement. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Dechert LLP, 00 Xxxxx Xxxxxx Xxxxx30 Rockefeller Center, 39th 41st Floor, ChicagoNew York, Illinois New York on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the Underwriting Agreement applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representative for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New Yorkat the offices of Dechert LLP, New Yorkat the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex 1 hereto. The Notes will bear interest at the applicable rate set forth thereinin the Terms Agreement. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Dechert LLP, 00 Xxxxx Xxxxxx Xxxxx30 Rockefeller Center, 39th 41st Floor, ChicagoNew York, Illinois New York on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the Underwriting Agreement applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representative for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New Yorkat the offices of Dechert LLP, New Yorkat the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on May 25, Illinois on the closing date specified in the Terms Exhibit 2004 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit August 30, 2005 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions (including, without limitation, Section 14 hereof) and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Rxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx1000 Xxxxxxxx, 39th FloorXxx Xxxx, ChicagoXxx Xxxx 00000 on December 16, Illinois on the closing date specified in the Terms Exhibit 2004 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each the Underwriter agrees, severally and not jointly, agrees to pay (or cause to be paid) the net purchase price to an account to be designated by the SellerSeller in writing. The underwriting discount to the UnderwritersUnderwriter, the selling concessions that the Underwriters Underwriter may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters for their respective accounts Underwriter through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkUnderwriter at the offices of Mayer, New YorkBrown, Rxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Underwriter and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on July 27, Illinois on the closing date specified in the Terms Exhibit 2004 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms ExhibitAgreement. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx0000 Xxxxxxxx, 39th FloorXxx Xxxx, Chicago, Illinois Xxx Xxxx on the closing date specified in the Terms Exhibit Agreement (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the SellerDepositor. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller Depositor shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller Depositor may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex 1 hereto. The Notes will bear interest at the applicable rate set forth thereinin the Terms Agreement. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Dechert LLP, 00 Xxxxx Xxxxxx 30 Xxxxxxxxxxx Xxxxx, 39th Floor00xx Xxxxx, ChicagoXxx Xxxx, Illinois Xxx Xxxx on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the 7 Underwriting Agreement applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representative for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New Yorkat the offices of Dechert LLP, New Yorkat the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on November 18, Illinois on the closing date specified in the Terms Exhibit 2003 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance initial note balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 000 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on February 23, Illinois on the closing date specified in the Terms Exhibit 2005 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance initial note balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance initial note balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance initial note balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit July 21, 2005 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance initial note balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance initial note balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. (a) Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Rxxx & Maw LLP, 00 100 Xxxxx Xxxxxx XxxxxXxXxxxx Xxxxxx, 39th FloorXxxxxxx, ChicagoXxxxxxxx on December 9, Illinois on the closing date specified in the Terms Exhibit 2004 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this Sectionclause (b) below, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to 6 Underwriting Agreement certain other dealers, each expressed as a percentage of the Initial initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Rxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties herein set forth hereinforth, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex I hereto. The Notes will bear interest at the applicable rate set forth therein. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, 39th Floor, Chicago, Illinois on the closing date specified in the Terms Exhibit December 1, 2005 (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms Exhibiton Annex I hereto. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAnnex I hereto. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Mayer, New YorkBrown, Xxxx & Maw LLP, at the address set forth above, not later than 12:00 p.m. New York City 1:00 p.m., Chicago time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.

Purchase, Sale and Issuance of Notes. Subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth hereinherein and in the Terms Agreement, the Seller agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase the respective Initial Note Balance of the Notes set forth opposite such Underwriter’s name in Section 3 of the Terms Exhibiton Annex 1 hereto. The Notes will bear interest at the applicable rate set forth thereinin the Terms Agreement. The issuance of the Issued Notes and the sale and purchase of the Notes shall take place at a closing (the “Closing”) at the offices of Xxxxx Xxxxx Dechert LLP, 00 Xxxxx Xxxxxx Xxxxx30 Rockefeller Center, 39th 41st Floor, ChicagoNew York, Illinois New York on the closing date specified in the Terms Exhibit (the “Closing Date”). The net purchase price for the Notes, expressed as a percentage of the Initial Note Balance of the applicable class of Notes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. On the Closing Date, as consideration for the delivery of the Notes as set forth in this SectionSection 3, each Underwriter agrees, severally and not jointly, to pay (or cause to be paid) the net purchase price to an account to be designated by the Seller. The underwriting discount to the Underwriters, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the Initial Note Balance of the 7 Underwriting Agreement applicable class of Notes sold to the UnderwritersNotes, shall be as set forth in Section 4 of the Terms ExhibitAgreement. The Seller shall deliver (or shall cause the Issuer to deliver) the Notes to the Underwriters Representatives for their the respective accounts of the several Underwriters through the facilities of The Depository Trust Company (“DTC”). The Notes shall be global notes registered in the name of Cede & Co., as nominee for DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The number and denominations of global definitive notes so delivered shall be as specified by DTC. The Seller and SC agree to have authenticated copies of definitive notes for the Issued Notes will be made available for inspection by the Representative in New YorkRepresentatives at the offices of Dechert LLP, New Yorkat the address set forth above, not later than 12:00 p.m. 1:00 p.m., New York City time on the Business Day prior to before the Closing Date, or such other date and time as the Representative Representatives and the Seller may agree. The original global certificated Notes will be held by the Indenture Trustee in Jersey City, New Jersey.