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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on June 10, 2014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will cause the certificates representing the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf Purchaser at a purchase price equal to 100% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇SNR ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on October 19, on June 10, 2014, 2010 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Escrow Issuer agrees to issue and sell to the Initial Purchasers$175,000,000 aggregate principal amount of Notes, and the each Initial Purchasers, acting Purchaser severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, jointly agrees to purchase from the Company that portion Escrow Issuer the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 101.25% (representing a gross purchase price of 103.000% less the Initial Purchasers’ 1.75% discount) of the aggregate principal amount of thereof plus accrued and unpaid interest from September 28, 2012 (the Optional “Purchase Price”). One or more certificates in definitive form or global form, as instructed by ▇▇▇▇▇ Fargo, for the Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to that the Initial Purchasers the right have agreed to purchase at their election up to $100,000,000 hereunder, and in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth such denomination or denominations and registered in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written name or names as ▇▇▇▇▇ Fargo requests upon notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes Escrow Issuer not later than one full business day prior to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or(as defined below), unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to shall be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited delivered by or on behalf of the Company Escrow Issuer to the Initial Purchasers for the account of the Initial Purchasers, with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver any transfer taxes payable in connection with the transfer of the Notes to the Representatives for the account of each Initial PurchaserPurchasers duly paid, against payment by or on behalf of the Initial Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds) to such account in federal or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes other funds immediately available to the account of Deutsche Bank Securities Inc. at DTCspecified in the Escrow Agreement or otherwise by the Escrow Agent. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Initial Purchaser”), ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇1271 Avenue of the Americas, ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York, at 10:00 A.M., New York City time, on June 10December 20, 20142012, or at such other place, time or date as the Initial Purchasers, on the one hand, ▇▇▇▇▇ Fargo and the Company, on the other hand, Escrow Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company Escrow Issuer will cause the make such certificate or certificates representing for the Notes to be made available for checking and packaging examination by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New YorkYork offices of Counsel for the Initial Purchaser not later than 10:00 A.M., or at such other place as Deutsche Bank Securities Inc. may designateNew York City time, at least 24 hours on the business day prior to the Closing Date Date. (b) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, any Issuer or any other person. Additionally, the Option Closing DateInitial Purchasers are not advising the Issuers or any other person as to any legal, as tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the case may betransactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.597.00% of their principal amount and (b) in the event and to the extent that the Representatives Initial Purchasers shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives Initial Purchasers so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 18,750,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives Initial Purchasers to the Company, given within a period of 30 calendar days after the date of this Agreement, Agreement setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives Initial Purchasers but in no event earlier than the Closing Date or, unless the Representatives Initial Purchasers and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives Initial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇L▇▇▇▇▇ & ▇W▇▇▇▇▇▇ LLP, ▇8▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on June 10December 16, 2014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will cause the certificates representing the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf Purchaser at a purchase price equal to 100% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York time, time on June 1028, 2014, 2010 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, Purchasers agree to purchase from the Firm Issuer, on the Closing Date, the principal amount of the Notes in the respective amounts set forth on Schedule 1 I hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 heretoPurchaser. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Class A Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 99.99905% of the Company with aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchasers at a purchase price equal to 99.99656% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “DTC”) or its designated custodianRestrictions on Transfers and Notice to Investors” in the Offering Memorandum. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dentons US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on February 27, on June 10, 2014, 2014 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf Purchaser at a purchase price equal to 100% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of SNR ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on May 13, on June 10, 2014, 2011 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such Initial Purchaser set forth on Schedule 1 heretoPurchaser. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Class A Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf Purchaser at a purchase price equal to 99.956838% of the Company with aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchaser at a purchase price equal to 99.65696% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “DTC”) or its designated custodianRestrictions on Transfers and Notice to Investors” in the Offering Memorandum. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dentons US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on November 7, on June 10, 2014, 2013 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 99.96150% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of SNR ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on May 22, on June 10, 2014, 2012 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial PurchasersPurchaser, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf Purchaser at a purchase price equal to 100% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇SNR ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on January 21, on June 10, 2014, 2011 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers Purchaser at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchaser at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchaser shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers, acting Purchaser severally (and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 heretoPurchaser. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Class A Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 99.98530% of the Company with aggregate principal amount thereof and the Class B Notes are to be purchased by MLPFS at a purchase price equal to 99.96892% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “DTC”) or its designated custodianRestrictions on Transfers and Notice to Investors” in the Offering Memorandum. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of SNR ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on February 27, on June 10, 2014, 2013 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting Purchasers severally and not jointly, agree to purchase from the Firm Issuer, on the Closing Date, the principal amount of the Notes in the respective amounts set forth on Schedule 1 I hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 heretoPurchaser. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Class A-1 Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 99.98840% of the Company with aggregate principal amount thereof, the Class A-2 Notes are to be purchased by Initial Purchasers at a purchase price equal to 99.95611% of the aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchasers at a purchase price equal to 99.95634% of the aggregate principal amount thereof. The Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “DTC”) or its designated custodianRestrictions on Transfers and Notice to Investors” in the Offering Memorandum. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dentons US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on May 19, on June 10, 2014, 2014 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, Purchaser agrees to purchase from the Company that portion of Issuer, on the aggregate Closing Date, the principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth on Schedule I hereto opposite the name of such respective Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”)Purchaser. The Notes are to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 100% of the Company with aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) or its designated custodianCompany. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Maw LLP, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York timetime on April 12, on June 10, 2014, 2006 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” ". The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, Purchasers agree to purchase from the Firm Issuer, on the Closing Date, the principal amount of the Notes in the respective amounts set forth on Schedule 1 I hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 heretoPurchaser. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Class A Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on behalf at a purchase price equal to 99.96602% of the Company with aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchasers at a purchase price equal to 99.72454% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “DTC”) or its designated custodianRestrictions on Transfers and Notice to Investors” in the Offering Memorandum. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Dentons US LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.by 6:00 p.m., New York timetime on November 25, on June 10, 2014, 2014 or at such other place, time or date as the Initial Purchasers, on the one hand, Purchasers and the Company, on the other hand, Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” ”. The Company will cause the certificates representing Issuer shall make copies of the Notes to be made available for checking and packaging by the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, the Initial Purchasers at least 24 hours prior to the Closing Date or Date. The purchase price of the Option Closing Date, as Notes paid by the case may beInitial Purchasers shall be remitted by wire transfer to the Indenture Trustee.