Common use of Sale and Delivery to Initial Purchasers Closing Clause in Contracts

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Series A Capital Security, the number of Series A Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in New York, and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerors, at 10:00 A.M. on February 3, 1997 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Certificates for the Series A Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations representations, warranties and warranties agreements herein contained and contained, but subject to the terms and conditions herein set forthhereinafter stated, the Trust Company hereby agrees to issue and sell to each the Initial Purchaser Purchasers, and each Initial Purchaser agrees agrees, severally and not jointly and not jointly and severally, to purchase from the Trust, Company at a the price of $1,000 per Series A Capital Securityset forth in Schedule A, the number aggregate principal amount of Series A Capital Securities set forth in Schedule A opposite the name of such Initial PurchaserA, plus any additional Series A Capital principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 ‎11 hereof., subject to such adjustments as the Representative in its discretion shall make to ensure that any sales or purchases are in authorized denominations. In consideration for the Initial Purchasers’ underwriting services in acquiring, selling and distributing the Notes, the Company agrees to pay to the Initial Purchasers a fee equal to 1.25% of the principal amount of the Notes being sold hereunder. Such obligation to pay the fee shall be satisfied by way of set-off against the Initial Purchasers’ obligation to pay the aggregate purchase price payable for the Notes as set forth in Schedule A. (b) Deliveries of certificates for the respective accounts Payment of the Initial Purchasers for purchase price for, and delivery of the Series A Capital Securities (which shall be represented by one or more definitive global securities in book-entry form that will be deposited by or on behalf of the Company with the DTCC (as defined below) or its designated custodian) shall be made at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in New York, and payment of the purchase price for the Series A Capital Securities shall be made by ▇& ▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial PurchasersL.L.P., to the Trust by wire transfer of immediately available funds contemporaneous with closing or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative and the OfferorsCompany, at 10:00 8:00 A.M. (New York City time) on February 3the third (fourth, 1997 if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11‎11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative and the Offerors Company (such time and date of payment and delivery being herein called the "“Closing Time"”). Certificates Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeSecurities to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities Securities, which it has agreed to purchase. ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Corporation agrees to sell to each the Initial Purchaser Purchasers and each the Initial Purchaser agrees Purchasers agree to purchase from the Trust, at a price of $1,000 per Series A Capital SecurityCorporation, the number respective principal amount of Series A Capital Securities the Notes set forth in Schedule A opposite the name of such Initial Purchaser’s name in Schedule 1 hereto, plus any additional Series A Capital Securities which amount of the Notes that such Initial Purchaser Purchasers may become obligated to purchase pursuant to the provisions of Section 11 hereof, in each case, subject to such adjustments as the Representative, in its sole discretion, shall make, at a price equal to 98.50% of the principal amount thereof. (b) Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities Notes shall be made at the office offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP at One CityCenter, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ in New York▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇., and payment of the purchase price for the Series A Capital Securities Notes shall be made contemporaneously by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, Purchasers to the Trust Corporation by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative and the OfferorsCorporation, at no later than 10:00 A.M. a.m., New York, New York time, on February 3August 15, 1997 (unless postponed in accordance with the provisions of Section 11)2016, or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representative and the Offerors Corporation (such time and date of payment and delivery being herein called the "“Closing Time"”). It is understood that each Initial Purchaser has authorized the Representative, (c) Certificates for the Series A Capital Securities Notes shall be in such denominations and shall be registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It , which writing shall specify (i) in the case of the certificates to be issued in certificated form, if any, representing notes to be sold to institutional accredited investors (as such term is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇defined in Rule 501(a)(1), for its account(2), (3) or (7) of Regulation D under the 1933 Act, “Institutional Accredited Investors”), the names and denominations in which such certificates are to accept delivery of, receipt forbe registered, and make payment (ii) in the case of the purchase price forcertificates to be issued in global form representing the notes to be sold to QIBs, the Series A Capital Securities which it has agreed to purchasedenomination of such certificates. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates Any certificate representing the Series A Capital Securities which are not resold to institutional "accredited investors" Notes in global form shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and an acceptable agreement with DTC. All such certificates shall be made available for examination and packaging by the Initial Purchasers in The City of New York, New York not later than 10:00 A.M. a.m. New York, New York time on the last business day prior to the Closing Time. (cd) As compensation to Each of the Initial Purchasers for their commitment hereunder represent and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants warrant to, and agrees with, the Company Corporation that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i))Investor.

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustCompany, at a the price of $1,000 per Series A Capital Securityset forth in Schedule B hereto, the number aggregate principal amount of Series A Capital Securities set forth in Schedule A hereto opposite the name of such Initial Purchaser, plus any additional Series A Capital principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries Payment of the purchase price for, and delivery of certificates for in definitive form for, the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in New York, and payment of the purchase price for the Series A Capital Securities shall be made by & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ on behalf of the several Initial Purchasers▇▇▇▇, to the Trust by wire transfer of immediately available funds contemporaneous with closing ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the OfferorsCompany, at 10:00 9:00 A.M. (New York City time) on February 3June 16, 1997 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerors Company (such time and date of payment and delivery being herein called the "Closing Time"). Certificates Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeSecurities to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by by, the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in such names and in such denominations as the name Initial Purchasers may request not less than two full business days in advance of Cede & Co. pursuant to the DTC Agreement Closing Time and shall be made available for examination and packaging by the Initial Purchasers in The City of New York, New York not later than 10:00 A.M. (New York City time) on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer (as defined in Section 6(a)(i)Buyer") and an Institutional "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor (as defined in Section 6(a)(i)Investor").

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Issuer agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustIssuer, at a the price of $1,000 per Series A Capital Securityset forth in Schedule B, the number aggregate principal amount of Series A Capital Securities Notes set forth in Schedule A opposite the name of such Initial Purchaser, Purchasers plus any additional Series A Capital Securities principal amount of Notes which such Initial Purchaser Purchasers may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries Payment of certificates the purchase price for the respective accounts of the Initial Purchasers for the Series A Capital Securities Notes shall be made at the office offices of Clif▇▇▇▇ ▇▇▇nce, 200 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ in New York▇▇▇▇ ▇▇▇, and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ on behalf of the several Initial Purchasers, to the Trust by wire transfer of immediately available funds contemporaneous with closing at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Initial Purchasers, the Issuer and the OfferorsGuarantor, at 10:00 9:00 A.M. (London time) on February 3, 1997 the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Initial Purchasers, the Issuer and the Offerors Guarantor (such time and date of payment and delivery being herein called the "Closing Time"). Certificates Payment shall be made to the Issuer by wire transfer of immediately available funds to a bank account designated by the Issuer or the Guarantor, against delivery to the Initial Purchaser for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeNotes to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇Each of Merr▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇c▇ ▇▇▇▇▇ernational and Salomon Brothers International Limited, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Issuer agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustIssuer, at a the price of $1,000 per Series A Capital Securityset forth in Schedule B, the number aggregate principal amount of Series A Capital Securities Notes set forth in Schedule A opposite the name of such Initial Purchaser, Purchasers plus any additional Series A Capital Securities principal amount of Notes which such Initial Purchaser Purchasers may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries Payment of certificates the purchase price for the respective accounts of the Initial Purchasers for the Series A Capital Securities Notes shall be made at the office offices of ▇▇Shearman & Sterling, 9 A▇▇▇▇▇ ▇▇▇▇▇ in New York, and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, to the Trust by wire transfer of immediately available funds contemporaneous with closing London EC2A 2AP, United Kingdom, or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Initial Purchasers, the Issuer and the OfferorsGuarantor, at 10:00 9:00 A.M. (London time) on February 3, 1997 the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Initial Purchasers, the Issuer and the Offerors Guarantor (such time and date of payment and delivery being herein called the "Closing Time"). Certificates Payment shall be made to the Issuer by wire transfer of immediately available funds to a bank account designated by the Issuer or the Guarantor, against delivery to the Initial Purchaser for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeNotes to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, Each of Deutsche Bank AG London and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇Dresdner Bank AG London Branch, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Notes to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions hereinafter stated, the Company hereby agrees to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly and not jointly and severally, to purchase from the Company at the price set forth in Schedule A, the aggregate principal amount of Firm Securities set forth in Schedule A, plus any additional principal amount of Firm Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject to such adjustments as the Representatives in their discretion shall make to ensure that any sales or purchases are in authorized denominations. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees Company hereby grants an option to sell to each the Initial Purchaser Purchasers, severally and each Initial Purchaser agrees not jointly, to purchase from the TrustOptional Securities, at the price set forth in Schedule A not later than 30 days after the date of this Agreement, in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the amount of Optional Securities as to which the several Initial Purchasers are then purchasing and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a price “Date of $1,000 per Series A Capital SecurityDelivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Optional Securities, each of the Initial Purchasers, acting severally and not jointly, will purchase that proportion of the total principal amount of Optional Securities then being purchased which the number of Series A Capital Firm Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant bears to the provisions total principal amount of Section 11 hereofFirm Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to ensure that any sales or purchases are in authorized denominations. (bc) Deliveries of certificates for the respective accounts Payment of the Initial Purchasers for purchase price for, and delivery of the Series A Capital Firm Securities (which shall be represented by one or more definitive global securities in book-entry form that will be deposited by or on behalf of the Company with the DTCC (as defined below) or its designated custodian) shall be made at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ in New York, and payment of the purchase price for the Series A Capital Securities shall be made by ▇& ▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial PurchasersL.L.P., to the Trust by wire transfer of immediately available funds contemporaneous with closing or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives and the OfferorsCompany, at 10:00 8:00 A.M. (New York City time) on February 3the third (fourth, 1997 if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "“Closing Time"”). Certificates In addition, in the event that any or all of the Optional Securities are purchased by the Initial Purchasers, payment of the purchase price for, and delivery of, such Optional Securities (which shall be represented by one or more definitive global securities in book-entry form that will be deposited by or on behalf of the Company with the DTCC or its designated custodian) shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeSecurities to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Firm Securities and the Optional Securities, if any, which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Firm Securities or the Optional Securities, if any, to be purchased by any Initial Purchaser whose funds have not been received by the Closing TimeTime or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each the Initial Purchaser Purchasers, and each the Initial Purchaser agrees Purchasers agree to severally and not jointly purchase from the TrustCompany, an aggregate of 8,700,000 Shares at a price of $1,000 48.50 per Series A Capital SecurityShare. The parties agree that the initial offering price of the Shares will be $50.00 per Share. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers, severally and not jointly, to purchase up to an additional 1,300,000 Shares, at the price per Share set forth in Section 2(a) hereof, plus an amount per Share equal to any accrued and unpaid dividends or distributions from the Closing Time. The option hereby granted will expire 30 days after the date hereof and may be exercised not more than two times in whole or in part only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by Merr▇▇▇ ▇▇▇c▇ ▇▇ the Company setting forth the number of Series A Capital Securities Option Shares as to which the several Initial Purchasers are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery for the Option Shares (a "Date of Delivery") shall be determined by the Merr▇▇▇ ▇▇▇c▇, ▇▇t shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Initial Purchasers, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant Purchasers bears to the provisions total number of Section 11 hereofFirm Shares, subject in each case to such adjustments as Merr▇▇▇ ▇▇▇c▇ ▇▇ its discretion shall make to eliminate any sales or purchases of fractional shares. (bc) Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities Firm Shares shall be made at the office offices of Cahi▇▇ ▇▇▇▇▇▇ & ▇▇ein▇▇▇ in ▇▇ The City of New York, York or such other place as shall be agreed upon by the Initial Purchasers and the Company and payment of the purchase price for the Series A Capital Securities Firm Shares shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, Purchasers to the Trust Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerorsclosing, at 10:00 A.M. 9:00 a.m., New York City time, on February 3April 23, 1997 (unless postponed in accordance with the provisions of Section 11), 1999 or such other time not later than ten (10) business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Initial Purchasers and the Offerors Company (such time and date of payment and delivery being referred to herein called as the "Closing Time"). Certificates In addition, in the event that any or all of the Option Shares are purchased by the Initial Purchasers, payment of the purchase price for the Series A Capital Securities such Option Shares shall be in made at the above-mentioned offices, or at such denominations and registered in such names other place as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each Initial Purchaser has authorized ▇▇▇▇shall be agreed upon by Merr▇▇▇ ▇▇▇c▇ ▇▇▇ the Company, for its account, to accept delivery of, receipt for, and make payment on each Date of Delivery as specified in the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇notice from Merr▇▇▇ ▇▇▇c▇ ▇▇, individually and not as representative of ▇ the Company. (d) As compensation to the Initial PurchasersPurchasers for its commitment hereunder, may (but shall not the Company hereby agrees to pay, at the Closing Time or the relevant Date of Delivery, if any, to the Initial Purchasers by wire transfer, in immediately available funds $1.50 per Share to be obligated to) make payment delivered by the Company hereunder at the Closing Time or the relevant Date of the purchase price Delivery, if any. Payment for the Series A Capital SecuritiesShares purchased by the Initial Purchasers shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Initial Purchasers of certificates for the Shares to be purchased by any Initial Purchaser whose funds have not been received them. Unless otherwise specified in writing by the Initial Purchasers prior to the Closing TimeTime or the relevant Date of Delivery, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing as the Series A Capital Securities which are not resold to institutional "accredited investors" case may be, the Firm Shares and Option Shares, if any, shall be issued in global form as one or more certificates registered in the name of Cede & Co. as nominee of DTC pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last at least one (1) business day prior to the Closing TimeTime or the relevant Date of Delivery, as the case may be. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustCompany, at a the price of $1,000 per Series A Capital Securityset forth in Schedule B, the number aggregate principal amount of Series A Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries Payment of the purchase price for, and delivery of certificates for for, the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office Chicago, Illinois offices of ▇▇▇▇Mayer, Brown, R▇▇▇ ▇▇▇▇▇ in New York& Maw LLP, and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, to the Trust by wire transfer of immediately available funds contemporaneous with closing or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives and the OfferorsCompany, at 10:00 9:00 A.M. (Central time) on February 3, 1997 the fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Representatives and the Offerors Company (such time and date of payment and delivery being herein called the "“Closing Time"”). Certificates Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeSecurities to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇The Representatives, individually and not as representative representatives of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Series A Capital Security, the number of Series A Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 10 hereof. (b) . Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office of ▇▇KBW in New York (or at the offices of ▇▇▇▇▇ ▇& ▇▇▇▇ LLP specified below in New Yorkthe case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the offices of ▇▇▇▇▇ & Wood LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and the Offerors▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M. on February 3March 21, 1997 (unless postponed in accordance with the provisions of Section 11)1997, or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ KBW and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust by wire transfer of immediately available funds, against delivery for the account of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Series A Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing TimeTime except that no certificates may be issued in denominations of less than $100,000. It is understood that each of the Initial Purchaser Purchasers has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, KBW for its account, account to accept delivery of, receipt for, and make payment of the purchase price for, for the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇KBW, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase Purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) . As compensation to the Initial Purchasers for their commitment commitments hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ KBW in immediately available funds, for the several accounts of the several Initial Purchasers, $10 30.00 per Series A Capital Security to be delivered by the Trust Company hereunder at the Closing Time. (d) . Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust Company agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser Purchaser, severally and not jointly, agrees to purchase from the TrustCompany, at a the price of $1,000 per Series A Capital Securityset forth in Schedule B hereto, the number aggregate principal ---------- amount of Series A Capital Securities set forth in Schedule A hereto opposite the name of such ---------- Initial Purchaser, plus any additional Series A Capital principal amount of Securities which such Initial Purchaser Pur chaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Deliveries Payment of the purchase price for, and delivery of certificates for in definitive form for, the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office offices of ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ in New York▇▇, and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ on behalf of the several Initial Purchasers▇▇▇▇, to the Trust by wire transfer of immediately available funds contemporaneous with closing or at such other place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the OfferorsCompany, at 10:00 A.M. 9:00 A.M., Central Standard Time, on February 3November 5, 1997 (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerors Company (such time and date of payment and delivery being herein called the "Closing ------- Time"). Certificates ---- Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery in accordance with the DTC Agreement to ▇▇▇▇▇▇▇ ▇▇▇▇▇ for the Series A Capital Securities shall be in such denominations and registered in such names as respective accounts of the Initial Purchasers may request in writing at least one business day before of certificates for the Closing TimeSecurities to be purchased by them. It is understood that each Initial Purchaser has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by by, the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in such names and in such denominations ($1,000 or integral multiples thereof) as the name of Cede & Co. pursuant Initial Purchasers may request not later than 10:00 A.M., New York City time, on the second business day prior to the DTC Agreement Closing Time and shall be made available for examination ex amination and packaging by the Initial Purchasers in The City of New York ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ not later than 10:00 A.M. A.M, New York City time, on the last business day prior to the Closing Time. (c) As compensation to the Initial Purchasers for their commitment hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ in immediately available funds, for the accounts of the several Initial Purchasers, $10 per Series A Capital Security to be delivered by the Trust hereunder at the Closing Time. (d) Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified --------- Institutional Buyer (as defined in Section 6(a)(iBuyer")) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).. -------------------

Sale and Delivery to Initial Purchasers Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust agrees to sell to each Initial Purchaser Purchaser, severally and not jointly, and each Initial Purchaser agrees to purchase from the Trust, at a price of $1,000 per Series A Capital Security, the number of Series A Capital Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional Series A Capital Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 10 hereof. (b) . Deliveries of certificates for the respective accounts of the Initial Purchasers for the Series A Capital Securities shall be made at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇ KBW in New YorkYork (or at the offices of Brown & Wood LLP specified below in the case of Capital Securities registered in the name of Cede & Co.), and payment of the purchase price for the Series A Capital Securities shall be made by ▇▇▇▇▇▇▇ ▇▇▇▇▇ on behalf of the several Initial Purchasers, Purchasers to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Offerorsoffices of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 A.M. on February 3January 31, 1997 (unless postponed in accordance with the provisions of Section 11)1997, or such other time not later than ten business days after such date as shall be agreed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ KBW and the Offerors (such time and date of payment and delivery being herein called the "Closing Time"). Payment for the Capital Securities purchased by the Initial Purchasers shall be made to the Trust by wire transfer of immediately available funds, against delivery for the account of the Initial Purchasers of certificates for the Capital Securities. Certificates for the Series A Capital Securities shall be in such denominations and registered in such names as the Initial Purchasers may request in writing at least one business day before the Closing Time. It is understood that each of the Initial Purchaser Purchasers has authorized ▇▇▇▇▇▇▇ ▇▇▇▇▇, KBW for its account, account to accept delivery of, receipt for, and make payment of the purchase price for, for the Series A Capital Securities which it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇KBW, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase Purchase price for the Series A Capital Securities, Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Series A Capital Securities which are not resold to institutional "accredited investors" shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) . As compensation to the Initial Purchasers for their commitment commitments hereunder and in view of the fact that the proceeds of the sale of the Series A Capital Securities will be used to purchase Series A Junior Subordinated Debentures of the Company, the Company hereby agrees to pay at the Closing Time to ▇▇▇▇▇▇▇ ▇▇▇▇▇ KBW in immediately available funds, for the several accounts of the several Initial Purchasers, $10 15.00 per Series A Capital Security to be delivered by the Trust Company hereunder at the Closing Time. (d) . Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer (as defined in Section 6(a)(i)) and an Institutional Accredited Investor (as defined in Section 6(a)(i)).