Common use of Sale and Delivery to the Underwriters Closing Clause in Contracts

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor the account ox xxxx Unxxxxxiter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynchthe Representative, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 9:00 a.m., New York City time, on December 6August 18, 2005 2000 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson LLPWolf, One Battery Park PlazaBlock, 34th FloorSchoxx xxx Solix-Xxxxx XXX, New York250 Xxxx Xxxxxx, New Yoxx Xxx Xxxx, Xxx Xxxx 00000 (xxe "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 9:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.this

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC (the "RepresentativxxRepresentatives"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject The several ---------------------------------------------- commitments of the Underwriters to purchase Offered Certificates pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the . The Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the UnderwritersUnderwriter, severally and not jointly, and each of the Underwriters agreesUnderwriter, severally and not jointly, agrees to purchase from the Company, the respective original principal amount amounts of the Notes Offered Certificates set forth in the applicable Terms Agreement opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall be represented by one or more definitive global certificates registered in the name plus any additional original principal amount of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor the account ox xxxx Unxxxxxiter, against payment by the Representatives (by or on behalf of each Offered Certificates which such Underwriter or otherwise) may be obligated to purchase pursuant to Section 11 hereof. Delivery of, and payment of the purchase price therefor for, the Offered Certificates shall be made at the office of Xxxxxxx & Xxxxx L.L.P., 0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, or at such other place as shall be agreed upon by wire transfer you and the Company, at 10:00 A.M. on the date set forth in the applicable Terms Agreement, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available or next day funds as specified in the Terms Agreement, payable to or upon the order of the Company in federal (same day) funds (Company, against delivery to such account or you for the respective accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at DTCUnderwriters of the Offered Certificates to be purchased by them. The time and date of such delivery and payment Such Certificates shall be 10:00 a.m., New York City time, on December 6, 2005 or in such other time denominations and date registered in such names as the Representatives and the Company you may agree upon request in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking writing at least 24 hours two business days prior to the Time Closing Time. The parties hereto agree that settlement for all securities sold pursuant to this Agreement shall take place on the terms set forth herein and not as set forth in Rule 15c6-1(a) of Delivery at the Closing LocationExchange Act.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Offered Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”). The Company will cause the Issuer to transfer the Offered Notes in book-entry form to Deutsche Bank Securities Inc. Credit Suisse First Boston LLC and Merrill Mxxxxxx Lynch, Pierce, Fenner Fxxxxx & Smith Sxxxx Incorporated (the "Representativxx"“Representatives”), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6October 26, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "“Time of Delivery." ” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Notes will be delivered at the offices of McKee Nelson MxXxx Xxxxxx LLP, One Battery Park PlazaOxx Xxxxxxx Xxxx Xxxxx, 34th Floor00xx Xxxxx, New YorkXxx Xxxx, New Yoxx Xxx Xxxx 00000 (xxe "Cloxxxx Xxxxxxxx"the “Closing Location”), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "“New York Business Day" ” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Each class of the Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6April 21, 2005 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer Trust to issue the Notes Offered Securities and the Company agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth, forth in Schedule A hereto. The Notes shall Offered Securities will be represented initially by one or more definitive global certificates in registered in form which will be deposited by or on behalf of the name of Cede & Co., as nominee for Company with The Depository Trust Company ("“DTC")”) or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynchthe Representatives, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account accounts of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on [__________], 200[_] or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 64, 2005 2003 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentatives"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6July 7, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6August 15, 2005 2003 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered in form which will be deposited by or on behalf of the name of Cede & Co., as nominee for Company with The Depository Trust Company ("DTC")) or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynchthe Representative, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 10:00 9:00 a.m., New York City time, on December 6March 29, 2005 2000 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Notes Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of McKee Nelson LLPOrrixx, One Battery Park PlazaXxrrxxxxxx & Xutcxxxxx XXX, 34th Floor666 Xxxxx Xxxxxx, New YorkXxx Xxxx, New Yoxx Xxx Xxxx 00000 (xxe "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxand the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 34, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6November 10, 2005 2004 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner Morgxx Xxxnxxx & Smith Xo. Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6November 16, 2005 2000 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson LLPWolf, One Battery Park PlazaBlock, 34th FloorSchoxx xxx Solix-Xxxxx XXX, New York250 Xxxx Xxxxxx, New Yoxx Xxx Xxxx, Xxx Xxxx 00000 (xxe "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.on

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Offered Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Offered Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Xxxxxxx Lynch, Pierce, Fenner Xxxxxx & Smith Xxxxx Incorporated (the "RepresentativxxRepresentatives"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6May 24, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Offered Notes will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf Final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston LLC (the "RepresentativxxRepresentatives"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes to the account of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6September 21, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson Wolf, Block, Schorr and Solis-Cohen LLP, One Battery 250 Park Plaza, 34th FloorAvenue, New York, New Yoxx 00000 York 10177 (xxe xxx "Cloxxxx Closixx Xxxxxxxx"), xxx alx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6February 25, 2005 2003 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyIssuer, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes shall Each class of the Offered Securities will be represented initially by one or more definitive global certificates in registered in form which will be deposited by or on behalf of the name of Cede & Co., as nominee for Issuer with The Depository Trust Company ("DTC")) or, on DTC's behalf, with DTC's designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynchthe Representative, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The Company will cause the global certificates referred to above to be made available to the Representative for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 10:00 [9:00] a.m., New York City time, on December 6[__________], 2005 2000 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Notes Underwriters pursuant to Section 6(q) hereof, will be delivered at the offices of McKee Nelson LLPWolf, One Battery Park PlazaBlock, 34th FloorSchoxx xxx Solix-Xxxxx XXX, New York250 Xxxx Xxxxxx, New Yoxx Xxx Xxxx, Xxx Xxxx 00000 (xxe "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxand the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 34, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes Offered Securities set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6July 18, 2005 2002 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Notes Offered Securities and agrees to sell the Notes Offered Securities to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Class A Notes, the Class B Notes and the Class C Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Notes Each class of the Offered Securities shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "RepresentativxxRepresentative"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account of the Representatives Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6June 20, 2005 2003 or such other time and date as the Representatives Representative and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes Offered Securities will be delivered at the offices of McKee Nelson Wolf, Block, Xxxxxx and Xxxxx-Xxxxx LLP, One Battery Park Plaza000 Xxxx Xxxxxx, 34th FloorXxx Xxxx, New York, New Yoxx Xxx Xxxx 00000 (xxe the "Cloxxxx XxxxxxxxClosing Location"), xxx xx xxx Xxxx xx Xxxxxxxxall at the Time of Delivery. Xxxxx xxxxxx xf A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Deliveryhereto. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives Representative for checking at least 24 hours prior to the Time of Delivery at the Closing Location.

Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer Trust to issue the Notes Offered Securities and the Company agrees to sell the Notes to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Notes set forth opposite the name of such Underwriter, and Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth, forth in Schedule A hereto. The Notes shall Offered Securities will be represented initially by one or more definitive global certificates in registered in form which will be deposited by or on behalf of the name of Cede & Co., as nominee for Company with The Depository Trust Company ("“DTC")”) or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will cause the Issuer to transfer the Notes Offered Securities in book-entry form to Deutsche Bank Securities Inc. and Merrill Lynchthe Representatives, Pierce, Fenner & Smith Incorporated (the "Representativxx"), xor for the account ox xxxx Unxxxxxiterof each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Notes Offered Securities to the account accounts of the Representatives at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on December 6, 2005 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery." The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof and the Notes will be delivered at the offices of McKee Nelson LLP, One Battery Park Plaza, 34th Floor, New York, New Yoxx 00000 (xxe "Cloxxxx Xxxxxxxx"), xxx xx xxx Xxxx xx Xxxxxxxx. Xxxxx xxxxxx xf the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto on the New York Business Day preceding the time of Delivery. For the purposes of this Section 3, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on May 14, 2008 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., New York time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 3, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.