Common use of Sale and Delivery Clause in Contracts

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of Delivery. (b) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Securities to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, by causing DTC to credit the Debt Securities to the account of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated for checking at least twenty-four 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 9:30 a.m., New York City time, on February 10, 1998 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery". (c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company may agree in writing, 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.295% of the principal amount of the Debt Securities Notes, plus accrued interest, if any, from October 1, 2020 to the Closing Date (and in the manner set forth below), the respective principal amounts of Notes set forth in Schedule I opposite the name of such Underwriter (plus an the respective additional amount of Debt Securities that Notes each such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of Delivery. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Notes to X.X. Xxxxxx Securities to Xxxxxxx LynchLLC, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, X.X. Xxxxxx & Xxxxx IncorporatedSecurities LLC, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchX.X. Xxxxxx Securities LLC, Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchBarclays Capital Inc., PierceCitigroup Global Markets Inc., X.X. Xxxxxx & Xxxxx Incorporated Securities LLC and Mizuho Securities USA LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10October 1, 1998 2020 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186% of the principal amount thereofset forth on Schedule I, plus accrued interest interest, if any, from February 10March 7, 1998 to the Time of Delivery2008. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10March 7, 1998 2008 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Debevoise & Xxxxx L.L.P.Pxxxxxxx LLP, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186of 99.288% of the principal amount thereofof the Notes, plus accrued interest interest, if any, from February 10March 20, 1998 to the Time of Delivery2015. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 9:00 a.m., New York City time, on February 10March 20, 1998 2015 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx L.L.P., One Xxxxx XxxxxXxxxxxxx LLP, 000 XxxxxxxxxXxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxx 00000-0000 Xxx Xxxx or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m.9:00 a.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, 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 2, "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.the

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a price equal to 99.18698.581% of the principal amount thereof, plus accrued interest interest, if any, from February November 10, 1998 2006 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February November 10, 1998 2006 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Xxxx & Xxxxx L.L.P.Xxxxxxxx, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.837% of the principal amount thereof, plus accrued interest interest, if any, from February 10May 6, 1998 2008 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx LynchLxxxxx Brothers Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedLxxxxx Brothers Inc., by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchLxxxxx Brothers Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchGreenwich Capital Markets, PierceInc., Xxxxxx & Xxxxx Incorporated Lxxxxx Brothers Inc. and Wachovia Capital Markets, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10, 1998 May 6,2008 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx Bxxxx Bxxxx L.L.P., One Oxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186% of the principal amount thereofset forth on Schedule I, plus accrued interest interest, if any, from February 10March 7, 1998 to the Time of Delivery2011. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10March 7, 1998 2011 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Debevoise & Xxxxx L.L.P.Xxxxxxxx LLP, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at at, (i) with respect to the Series XX Xxxxx, a price equal to 99.18698.923% of the principal amount thereof, plus accrued interest interest, if any, from February 10March 11, 1998 2021 to the Time Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of Delivery. (b) the principal amount thereof, plus accrued interest, if any, from March 11, 2021 to the Closing Date. The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Bonds to Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx LynchXxxxx Fargo Securities, Xxxxxx, Xxxxxx & Xxxxx IncorporatedLLC, by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC, Xxxxxx & Xxxxx Incorporated BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10March 11, 1998 2021 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (cb) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.091% of the principal amount thereof, plus accrued interest interest, if any, from February 106, 1998 2007 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Notes to X.X. Xxxxxx Securities to Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, X.X. Xxxxxx & Xxxxx IncorporatedSecurities Inc., by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchX.X. Xxxxxx Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchBanc of America Securities LLC, PierceDeutsche Bank Securities Inc. and X.X. Xxxxxx Securities Inc., Xxxxxx & Xxxxx Incorporated as joint-book running managing underwriters (together, the "REPRESENTATIVES"), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 106, 1998 2007 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of DeliveryCLOSING DATE.". (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "Closing LocationCLOSING LOCATION"), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "New York Business DayNEW 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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.656% of the principal amount thereof, plus accrued interest interest, if any, from February 106, 1998 2007 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Notes to Banc of America Securities to Xxxxxxx LynchLLC, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedBanc of America Securities LLC, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchBanc of America Securities LLC, Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchBanc of America Securities LLC, PierceDeutsche Bank Securities Inc. and X.X. Xxxxxx Securities Inc., Xxxxxx & Xxxxx Incorporated as joint-book running managing underwriters (together, the "REPRESENTATIVES"), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "Designated OfficeDESIGNATED OFFICE"). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 106, 1998 2007 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of DeliveryCLOSING DATE.". (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "Closing LocationCLOSING LOCATION"), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "New York Business DayNEW 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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186% of the principal amount thereofset forth on Schedule I, plus accrued interest interest, if any, from February 10May 7, 1998 to the Time of Delivery2009. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10May 7, 1998 2009 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Debevoise & Xxxxx L.L.P.Pxxxxxxx LLP, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions ----------------- herein set forth, the Company agrees Guarantor and the Trust agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of 100% of the liquidation amount thereof, the principal liquidation amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of DeliveryUnderwriters in Schedule I hereto. (b) As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be issued by the Trust to purchase the Subordinated Debentures of the Guarantor, the Guarantor hereby agrees to pay at the Time of Delivery to Xxxxxxx, Xxxxx & Co., for the accounts of the several Underwriters, an amount equal to $[ ] per Security for the Securities to be delivered at the Time of Delivery by wire transfer of Federal (same-day) funds. The Debt total aggregate amount of the Underwriters' compensation is $_______________. (c) Except as set forth in the next paragraph, the Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- book-entry form which will be deposited by or on behalf of the Company Trust with The Depository Trust Company ("DTC") or its designated custodian. The Company Trust will deliver the Debt Securities to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx IncorporatedCo., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, purchase price therefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company Guarantor to Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Xxxxx & Xxxxx IncorporatedCo., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. at DTC. The Company Trust will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. for checking at least twenty-four 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 9:30 a.m., New York City time, on February 10________ __, 1998 19__ or such other time and date as Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree upon in writing. Such time and date are herein called the "Time of Delivery". (cd) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i5(k) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P.Xxxxxxxxxx, One Xxxxx Xxxxx1301 Avenue of the Americas, 000 XxxxxxxxxXxx Xxxx, Xxxxxxx, Xxxxx 00000-0000 Xxx Xxxx 00000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynchthe Xxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company Guarnator may agree in writingwriting , 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount number of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.186% of $25.36 per share (the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of Delivery“Purchase Price”). (b) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian, unless the Representatives shall otherwise instruct. The Company will deliver the Debt Securities to Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedBarclays Capital Inc., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10August 9, 1998 2024 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 XxxxxxxxxXxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.542% of the principal amount thereof, plus accrued interest interest, if any, from February 10August 23, 1998 2017 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Notes to Deutsche Bank Securities to Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedDeutsche Bank Securities Inc., by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchDeutsche Bank Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Deutsche Bank Securities Inc., Xxxxxxx LynchSachs & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC, Pierceas joint-book running managing underwriters (together, Xxxxxx & Xxxxx Incorporated the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10August 23, 1998 2017 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.521% of the principal amount thereof, plus accrued interest interest, if any, from February 10May 15, 1998 2008 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedBarclays Capital Inc., by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchBarclays Capital Inc., PierceCredit Suisse Securities (USA) LLC and Xxxxxx Brothers Inc., Xxxxxx & Xxxxx Incorporated as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10May 15, 1998 2008 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees Guarantor and the Trust agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of 100% of the liquidation amount thereof, the principal liquidation amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of DeliveryUnderwriters in Schedule I hereto. (b) As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be issued by the Trust to purchase the Subordinated Debentures of the Guarantor, the Guarantor hereby agrees to pay at the Time of Delivery to Xxxxxxx, Xxxxx & Co., for the accounts of the several Underwriters, an amount equal to $10 per Security for the Securities to be delivered at the Time of Delivery by wire transfer of Federal (same-day) funds. The Debt total aggregate amount of the Underwriters' compensation is $1,000,000. (c) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- book-entry form which will be deposited by or on behalf of the Company Trust with The Depository Trust Company ("DTC") or its designated custodian. The Company Trust will deliver the Debt Securities to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx IncorporatedCo., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, purchase price therefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company Guarantor to Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Xxxxx & Xxxxx IncorporatedCo., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. at DTC. The Company Trust will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. for checking at least twenty-four 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 9:30 a.m., New York City time, on Tuesday, February 104, 1998 1997 or such other time and date as Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree upon in writing. Such time and date are herein called the "Time of Delivery". (cd) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i5(j) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P.Xxxxxxxxxx, One Xxxxx Xxxxx1301 Avenue of the Americas, 000 XxxxxxxxxXxx Xxxx, Xxxxxxx, Xxxxx 00000-0000 Xxx Xxxx 00000 or such other location as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time time, or at such other time as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing, writing 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186% of the principal amount thereofset forth on Schedule I, plus accrued interest interest, if any, from February 10December 8, 1998 to the Time of Delivery2010. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10December 8, 1998 2010 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Debevoise & Xxxxx L.L.P.Xxxxxxxx LLP, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.023% of the principal amount thereof, plus accrued interest interest, if any, from February 10November 4, 1998 2024 to the Time of Delivery. (b) Closing Date. The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Bonds to MUFG Securities to Xxxxxxx LynchAmericas Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedMUFG Securities Americas Inc., by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchMUFG Securities Americas Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates certificate representing the Debt Securities Bonds to be made available to Xxxxxxx LynchMUFG Securities Americas Inc., PierceRBC Capital Markets, Xxxxxx & Xxxxx Incorporated LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10November 4, 1998 2024 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (cb) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx910 Louisiana, 000 XxxxxxxxxHouston, Xxxxxxx, Xxxxx 00000Texas 77002-0000 4995 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company may agree in writing, 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 2, "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.be

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.869% of the principal amount thereof, plus accrued interest interest, if any, from February August 10, 1998 2012 to the Time of DeliveryClosing Date. (b) The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Bonds to RBS Securities to Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedRBS Securities Inc., by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchRBS Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Xxxxxxx LynchX.X. Xxxxxx Securities LLC, PierceRBC Capital Markets, Xxxxxx & LLC, RBS Securities Inc. and Xxxxx Incorporated Fargo Securities, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February August 10, 1998 2012 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.288% of the principal amount thereof, plus accrued interest interest, if any, from February 10September 18, 1998 2023 to the Time of Delivery. (b) Closing Date. The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Bonds to Xxxxxxx LynchRBC Capital Markets, PierceLLC, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx LynchRBC Capital Markets, Xxxxxx, Xxxxxx & Xxxxx IncorporatedLLC, by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchRBC Capital Markets, PierceLLC, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Xxxxxxx LynchMUFG Securities Americas Inc., PiercePNC Capital Markets LLC, Xxxxxx & Xxxxx Incorporated RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10September 18, 1998 2023 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (cb) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 4995 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees Guarantor and the Trust agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of 100% of the liquidation amount thereof, the principal liquidation amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of DeliveryUnderwriters in Schedule I hereto. (b) As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be issued by the Trust to purchase the Subordinated Debentures of the Guarantor, the Guarantor hereby agrees to pay at the Time of Delivery to Xxxxxxx, Xxxxx & Co., for the accounts of the several Underwriters, an amount equal to $0.7875 per Security for the Securities to be delivered at the Time of Delivery by wire transfer of Federal (same-day) funds. The Debt total aggregate amount of the Underwriters' compensation is $7,875,000. (c) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- book-entry form which will be deposited by or on behalf of the Company Trust with The Depository Trust Company ("DTC") or its designated custodian. The Company Trust will deliver the Debt Securities to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx IncorporatedCo., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, purchase price therefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company Guarantor to Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Xxxxx & Xxxxx IncorporatedCo., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. at DTC. The Company Trust will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. for checking at least twenty-four 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 9:30 a.m., New York City time, on Tuesday, February 104, 1998 1997 or such other time and date as Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree upon in writing. Such time and date are herein called the "Time of Delivery". (cd) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i5(j) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P.Xxxxxxxxxx, One Xxxxx Xxxxx1301 Avenue of the Americas, 000 XxxxxxxxxXxx Xxxx, Xxxxxxx, Xxxxx 00000-0000 Xxx Xxxx 00000 or such other location as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing, 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.234% of the principal amount thereofof the Bonds, plus accrued interest interest, if any, from February 10August 11, 1998 2016 to the Time of Delivery. (b) Closing Date. The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Bonds to Deutsche Bank Securities to Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedDeutsche Bank Securities Inc., by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchDeutsche Bank Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Incorporated, Deutsche Bank Securities Inc., and RBC Capital Markets, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10August 11, 1998 2016 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (cb) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions ----------------- herein set forth, the Company agrees Guarantor and the Trust agree to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the CompanyTrust, at a purchase price of 100% of the liquidation amount thereof, the principal liquidation amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of DeliveryUnderwriters in Schedule I hereto. (b) As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Securities will be issued by the Trust to purchase the Subordinated Debentures of the Guarantor, the Guarantor hereby agrees to pay at the Time of Delivery to Xxxxxxx, Xxxxx & Co., for the accounts of the several Underwriters, an amount equal to $[ ] per Security for the Securities to be delivered at the Time of Delivery by wire transfer of Federal (same-day) funds. The Debt total aggregate amount of the Underwriters' compensation is $_______________. (c) Except as set forth in the next paragraph, the Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- book-entry form which will be deposited by or on behalf of the Company Trust with The Depository Trust Company ("DTC") or its designated custodian. The Company Trust will deliver the Debt Securities to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx IncorporatedCo., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, purchase price therefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company Guarantor to Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Xxxxx & Xxxxx IncorporatedCo., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. at DTC. The Company Trust will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. for checking at least twenty-four 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 9:30 a.m., New York City time, on February 10________ __, 1998 19__ or such other time and date as Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree upon in writing. Such time and date are herein called the "Time of Delivery". (cd) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i5(k) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P.Xxxxxxxxxx, One Xxxxx Xxxxx1301 Avenue of the Americas, 000 XxxxxxxxxXxx Xxxx, Xxxxxxx, Xxxxx 00000-0000 Xxx Xxxx 00000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time time, or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company Guarantor may agree in writing, writing 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.371% of the principal amount thereof, plus accrued interest interest, if any, from February August 10, 1998 2017 to the Time of DeliveryClosing Date. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Notes to MUFG Securities to Xxxxxxx LynchAmericas Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedMUFG Securities Americas Inc., by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx LynchMUFG Securities Americas Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Barclays Capital Inc., Xxxxxxx Lynch, PierceSachs & Co. LLC, Xxxxxx Xxxxxxx & Xxxxx Incorporated Co. LLC and MUFG Securities Americas Inc., as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February August 10, 1998 2017 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Notes and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.275% of the principal amount thereofof the Bonds, plus accrued interest interest, if any, from February 10May 18, 1998 2016 to the Time of DeliveryClosing Date. (b) The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Bonds to Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx LynchXxxxx Fargo Securities, Xxxxxx, Xxxxxx & Xxxxx IncorporatedLLC, by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchXxxxx Fargo Securities, PierceLLC, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Xxxxxxx LynchCitigroup Global Markets Inc., PierceCredit Suisse Securities (USA) LLC, Xxxxxx & and Xxxxx Incorporated Fargo Securities, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10May 18, 1998 2016 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18698.050% of the principal amount thereofof the Bonds, plus accrued interest interest, if any, from February 10March 17, 1998 2014 to the Time of DeliveryClosing Date. (b) The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Bonds to Deutsche Bank Securities to Xxxxxxx LynchInc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedDeutsche Bank Securities Inc., by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchDeutsche Bank Securities Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Bonds to be made available to Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10March 17, 1998 2014 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.18699.024 % of the principal amount thereof, plus accrued interest interest, if any, from February 1021, 1998 2001 to the Time of Delivery. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities notes in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Notes to Banc of America Securities to Xxxxxxx LynchLLC, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedBanc of America Securities LLC, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Banc of America Securities LLC at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx LynchBanc of America Securities LLC and Chase Securities Inc., Pierceas joint-book running managing underwriters (together, Xxxxxx & Xxxxx Incorporated the "Representatives"), acting on behalf of the Underwriters, for checking at least twenty-four 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 9:30 a.m., New York City time, on February 1021, 1998 2001 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery.". (c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i5(g) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "Closing Location"), and the Debt Securities Notes will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day date 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 8 hereof) at a price equal to 99.18699.002% of the principal amount thereof, plus accrued interest interest, if any, from February 1029, 1998 2024 to the Time of Delivery. (b) Closing Date. The Debt Securities Bonds to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Bonds to Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedBarclays Capital Inc., by causing DTC to credit the Debt Securities Bonds to the account of Xxxxxxx LynchBarclays Capital Inc., Pierce, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates certificate representing the Debt Securities Bonds to be made available to Xxxxxxx LynchBarclays Capital Inc., PierceBMO Capital Markets Corp., Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 1029, 1998 2024 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (cb) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 6 hereof, including the cross- cross-receipt for the Debt Securities Bonds and any additional documents certificates requested by the Underwriters pursuant to Section 5(i6(h) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxxxx Xxxxx910 Louisiana, 000 XxxxxxxxxHouston, Xxxxxxx, Xxxxx 00000Texas 77002-0000 4995 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Bonds will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186102.867% of the principal amount thereof (provided that, Credit Suisse First Boston Corporation, in its individual capacity as the Remarketing Dealer pursuant to the Remarketing Agreement and not as representative for the Underwriters will be solely responsible for the payment of 3.675% of the principal amount thereof, as consideration to the Company in connection with the Remarketing Agreement), plus accrued interest interest, if any, from February November 10, 1998 to the Time of Delivery. (b) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Securities to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse First Boston Corporation ("CSFB") for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx IncorporatedCSFB, by causing DTC to credit the Debt Securities to the account of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated CSFB at DTC. The Company will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated CSFB for checking at least twenty-four 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 9:30 a.m., New York City time, on February November 10, 1998 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated CSFB and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery". (c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx L.L.P., One Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated CSFB and the Company may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated CSFB and the Company may agree in writing, 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase, at a purchase price of $57.085 per Security, plus accrued interest, if any, from September 21, 1999 to the CompanyTime of Delivery hereunder, the principal amount number of the Debt Securities set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 hereof) at a price equal to 99.186% of the principal amount thereof, plus accrued interest from February 10, 1998 to the Time of Deliveryin Schedule I hereto. (b) The Debt Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Debt Securities in book- book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Debt Securities to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx IncorporatedCo., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, purchase price therefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Sachs & Xxxxx IncorporatedCo., by causing DTC to credit the Debt Securities to the account of Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. at DTC. The Company will cause the global certificates representing the Debt Securities to be made available to Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. for checking at least twenty-four 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 be, with respect to the Securities, 9:30 a.m., New York City time, on February 10September 21, 1998 1999 or such other time and date as Xxxxxxx LynchXxxxxxx, Xxxxxx, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company may agree upon in writing. Such time and date are herein called writing (the "Time of Delivery"). (c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross- receipt for the Debt Securities and any additional documents requested by the Underwriters pursuant to Section 5(i5(k) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx Xxxxx, L.L.P., One Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 or such other location as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Sachs & Xxxxx Incorporated Co. and the Company may agree in writing (the "Closing Location"), and the Debt Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 1:00 p.m.P.M., New York City local time or at such other time as Xxxxxxx LynchXxxxxxx, Pierce, Xxxxxx Xxxxx & Xxxxx Incorporated Co. and the Company may agree in writing, 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 2, "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. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Debt Securities each series of Notes set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Debt Securities Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 7 9 hereof) at a the price equal to 99.186% of the principal amount thereofset forth on Schedule I, plus accrued interest interest, if any, from February 10May 17, 1998 to the Time of Delivery2010. (b) The Debt Securities Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive registered global Debt Securities notes in book- book entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("“DTC"”) or its designated custodian. The Company will deliver the Debt Securities Notes to Xxxxxxx Lynchthe Representatives, Pierce, Xxxxxx & Xxxxx Incorporated, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-forty eight hours prior to the Time of Delivery Closing Date by the Company to Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporatedthe Representatives, by causing DTC to credit the Debt Securities Notes to the account of Xxxxxxx Lynchone or more of the Representatives, Pierceas designated prior to the Closing Date, Xxxxxx & Xxxxx Incorporated at DTC. The Company will cause the global certificates representing the Debt Securities Notes to be made available to Xxxxxxx Lynchthe Representatives, Pierceacting on behalf of the Underwriters, Xxxxxx & Xxxxx Incorporated for checking at least twenty-twenty four hours prior to the Time of Delivery Closing Date at the office of DTC or its designated custodian (the "“Designated Office"”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 10May 17, 1998 2010 or such other time and date as Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery"“Closing Date.” (c) The documents to be delivered at on the Time of Delivery Closing Date by or on behalf of the parties hereto pursuant to Section 5 7 hereof, including the cross- cross receipt for the Debt Securities Notes and any additional documents requested by the Underwriters pursuant to Section 5(i7(k) hereof, will be delivered at such time and date at the offices of Xxxxx Debevoise & Xxxxx L.L.P.Xxxxxxxx LLP, One Xxxxx XxxxxNew York, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000-0000 New York or such other location as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing (the "“Closing Location"”), and the Debt Securities Notes will be delivered at the Designated Office, all at on the Time of DeliveryClosing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Time of DeliveryClosing Date, 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 2, "“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.