Common use of RETAIL PURCHASERS Clause in Contracts

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A-1 OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. EXHIBIT B NEGATIVE ASSURANCE LETTER OF COMPANY COUNSEL See attached. EXHIBIT C OPINION OF COMPANY COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS See attached. EXHIBIT D OPINION OF COMPANY COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS See attached. EXHIBIT E OPINION OF COMPANY COUNSEL CONCERNING CERTAIN NEW YORK, ILLINOIS AND FEDERAL LAW MATTERS See attached. EXHIBIT F OPINION OF COMPANY COUNSEL CONCERNING CERTAIN TAX MATTERS See attached. EXHIBIT G MEMORANDUM OF COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. EXHIBIT H OPINION OF COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. EXHIBIT I OPINION OF AGENTS COUNSEL See attached. EXHIBIT J OPINION OF COUNSEL FOR THE TRUSTEE See attached. EXHIBIT K OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE See attached. EXHIBIT L OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER See attached. EXHIBIT M FORM OF AGENT ACCESSION LETTER (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and Gentlemen:

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A-1 A [ATTACH FORM OF OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. COMPANY] EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF COMPANY COUNSEL See attached. PRINCIPAL ENTITIES COUNSEL] EXHIBIT C [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS See attached. MATTERS] EXHIBIT D [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS See attached. MATTERS] EXHIBIT E [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK, ILLINOIS AND FEDERAL YORK LAW MATTERS] EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS See attached. RELATING TO THE GUARANTOR] EXHIBIT F G [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS See attached. MATTERS] EXHIBIT G H [ATTACH FORM OF MEMORANDUM OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. MATTERS] EXHIBIT H I [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. MATTERS] EXHIBIT I J [ATTACH FORM OF OPINION OF AGENTS COUNSEL See attached. COUNSEL] EXHIBIT J K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE See attached. TRUSTEE] EXHIBIT K L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE See attached. TRUSTEE] EXHIBIT L M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER See attached. OWNER] EXHIBIT M N FORM OF AGENT ACCESSION COMFORT LETTER (ON LETTERHEAD OF THE COMPANY) [Name We are independent public accountants with respect to the Guarantor and its subsidiaries within the meaning of new Agent] [Address] Ladies the 1933 Act and Gentlementhe 1933 Act Regulations and:

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT --------------- ----------------------------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale EXHIBIT A-1 A [ATTACH FORM OF OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. COMPANY] EXHIBIT B [ATTACH FORM OF NEGATIVE ASSURANCE LETTER OF COMPANY COUNSEL See attached. PRINCIPAL ENTITIES COUNSEL] EXHIBIT C [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS See attached. MATTERS] EXHIBIT D [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS See attached. MATTERS] EXHIBIT E [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN NEW YORK, ILLINOIS AND FEDERAL YORK LAW MATTERS] EXHIBIT F [ATTACH FORM OF OPINION OF PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN DELAWARE LAW MATTERS See attached. RELATING TO THE GUARANTOR] EXHIBIT F G [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN TAX MATTERS See attached. MATTERS] EXHIBIT G H [ATTACH FORM OF MEMORANDUM OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. MATTERS] EXHIBIT H I [ATTACH FORM OF OPINION OF COMPANY PRINCIPAL ENTITIES COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. MATTERS] EXHIBIT I J [ATTACH FORM OF OPINION OF AGENTS COUNSEL See attached. COUNSEL] EXHIBIT J K [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUSTEE See attached. TRUSTEE] EXHIBIT K L [ATTACH FORM OF OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE See attached. TRUSTEE] EXHIBIT L M [ATTACH FORM OF OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER See attached. OWNER] M-1 EXHIBIT M N FORM OF AGENT ACCESSION COMFORT LETTER (ON LETTERHEAD OF THE COMPANY) [Name We are independent public accountants with respect to the Guarantor and its subsidiaries within the meaning of new Agent] [Address] Ladies the 1933 Act and Gentlementhe 1933 Act Regulations and:

RETAIL PURCHASERS. As compensation for the services of the Retail Agent hereunder, the relevant Trust shall pay the Retail Agent, on a discount basis, a commission for the sale of each Note to retail purchasers equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT --------------- ---------------- From 9 months to less than 1.5 years .125% From 1.5 years to less than 2 years .200 From 2 years to less than 3 years .400 From 3 years to less than 4 years .625 From 4 years to less than 5 years .750 From 5 years to less than 6 years 1.000 From 6 years to less than 7 years 1.100 From 7 years to less than 8 years 1.200 From 8 years to less than 9 years 1.300 From 9 years to less than 10 years 1.400 From 10 years to less than 11 years 1.500 From 11 years to less than 12 years 1.600 From 12 years to less than 15 years 1.750 From 15 years to less than 20 years 2.000 From 20 years to 30 years To be negotiated at time of sale * Company to provide updated chart. EXHIBIT A-1 OPINION OF INTERNAL IOWA COUNSEL FOR THE COMPANY See attached. EXHIBIT A-2 OPINION OF INTERNAL COLORADO COUNSEL FOR THE COMPANY See attached. A-2-1 EXHIBIT B --------- NEGATIVE ASSURANCE LETTER OF COMPANY COUNSEL See attached. EXHIBIT C OPINION OF COMPANY COUNSEL CONCERNING CERTAIN IOWA INSOLVENCY MATTERS See attached. EXHIBIT D OPINION OF COMPANY COUNSEL CONCERNING CERTAIN FEDERAL SECURITIES MATTERS See attached. EXHIBIT E OPINION OF COMPANY COUNSEL CONCERNING CERTAIN NEW YORK, ILLINOIS AND FEDERAL LAW MATTERS See attached. EXHIBIT F OPINION OF COMPANY COUNSEL CONCERNING CERTAIN TAX MATTERS See attached. EXHIBIT G MEMORANDUM OF COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. EXHIBIT H OPINION OF COMPANY COUNSEL CONCERNING CERTAIN INSURANCE MATTERS See attached. EXHIBIT I OPINION OF AGENTS COUNSEL See attached. EXHIBIT J H OPINION OF COUNSEL FOR THE TRUSTEE See attached. EXHIBIT K I OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE See attached. EXHIBIT L Exhibit J OPINION OF COUNSEL FOR THE TRUST BENEFICIAL OWNER See attached. Exhibit K NEGATIVE ASSURANCE LETTER OF AGENTS COUNSEL See attached EXHIBIT M L FORM OF AGENT ACCESSION LETTER (ON LETTERHEAD OF THE COMPANY) [Name of new Agent] [Address] Ladies and Gentlemen: