Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% of the principal amount thereof p
...lus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.
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Purchase of the Securities by the Underwriters.
(a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a
purchase price
equal to 99.238% of 99.0% of the principa
...l amount thereof thereof, plus any accrued interest, if any, from September 25, 2014 and unpaid interest thereon (the "Purchase Price"), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the Closing Date (as defined below). The Company will not be obligated to deliver any provisions of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Section 10 hereof. The Company understands that the Underwriters intend propose to make a public offering of the Securities as soon as the Representative deems advisable after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, has been executed and delivered, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities will be made Securities, at the offices of Davis Polk & Wardwell LLP Troutman Sanders LLP, 600 Peachtree Street, Suite 5200, Atlanta, Georgia 30308 at 10:00 A.M., New York City a.m., Eastern time, on September 25, 2014, December 7, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the "Closing Date". (d) Date." Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, to be purchased on such date in such names and in such denominations as the "Global Note"), Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Global Note Depository 2 Trust Company ("DTC") unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representatives Representative at the office of DTC or its designated custodian not later than 1:00 P.M., New York City p.m., Eastern time, on the business day prior to the Closing Date. (e) The Company and Securities issued in book-entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity blanket issuer letter of an arm's length contractual counterparty to representations (the "DTC Agreement"), between the Company and DTC. The Company acknowledges and agrees that (i) the Guarantors purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company's shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of Securities contemplated hereby (including or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in connection with determining this Agreement, (iv) the terms Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the offering) Company, and (v) the Underwriters have not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to provided any legal, tax, investment, accounting accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory matters in any jurisdiction. and tax advisors to the extent it deemed appropriate. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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Purchase of the Securities by the Underwriters. (a)
The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,
agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly,
agrees to purchase from the
Company Issuer the respective principal amoun
...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% 99.800% of the principal amount thereof plus accrued interest, if any, from September 25, August 14, 2014 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Final Prospectus. The Company acknowledges Issuer and agrees the Guarantor acknowledge and agree that the Underwriters each Underwriter may offer and sell Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. 2 (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Simpson Thacher & Wardwell Bartlett LLP at 10:00 10:30 A.M., New York City time, on September 25, August 14, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". Date." (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriters by the Company to Issuer and the -3- Representatives Guarantor against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Notes"). The Global Note Notes will be made available for inspection by the Representatives Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the each Underwriters are is acting solely in the capacity of an arm's length contractual counterparty to each of the Company Issuer and the Guarantors Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Issuer, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, Issuer or the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each of the Issuer and the Guarantors Guarantor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuer or the Guarantors Guarantor with respect thereto. Any review by the Underwriters of the Company, Issuer, the Guarantors, Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Issuer or the Guarantors. Guarantor.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters
as provided named in
this the Underwriting Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in
Schedule 1 hereto the Underwriting Agreement at
a the pu...rchase price equal to 99.238% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Underwriting Agreement. (b) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, or at such other time or and place on set forth in the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. Underwriting Agreement. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) (c) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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Purchase of the Securities by the Underwriters. (a) The
Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuer (i) the respective principal amount of
Securities the 2018 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% ...99.540% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 16, 2015 to the Closing Date (as defined below). below), (ii) the respective principal amount of the 2020 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.291% of the principal amount thereof plus accrued interest, if any, from September 16, 2015 to the Closing Date and (iii) the respective principal amount of the 2025 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.034% of the principal amount thereof plus accrued interest, if any, from September 16, 2015 to the Closing Date. The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 3 (b) The Company understands Issuer and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges Issuer and agrees the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Cravath, Swaine & Wardwell LLP Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, 16, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer and the Guarantors acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length arm's-length contractual counterparty to the Company Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Issuer, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Issuer or the Guarantors with respect thereto. Any review by the Underwriters Representatives, any Underwriter of the Company, Issuer, or the Guarantors, Guarantors of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Issuer or the Guarantors. Guarantors or any other person.
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Purchase of the Securities by the Underwriters. (a) The
Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuer the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 97.163% of the prin
...cipal amount thereof plus accrued interest, if any, from September 25, 2014 July 8, 2022 to the Closing Date (as defined below). Date. The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges Issuer and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Cravath, Swaine & Wardwell LLP Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, July 8, 2022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. 3 (e) The Company Issuer and the Guarantors Guarantor acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length arm's-length contractual counterparty to the Company Issuer and the Guarantors Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Issuer, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, Issuer, the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer and the Guarantors Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Issuer or the Guarantors Guarantor with respect thereto. Any review by the Underwriters Representatives, any Underwriter of the Company, Issuer, or the Guarantors, Guarantor of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Issuer or the Guarantors. Guarantor or any other person.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the
respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 98.854% of the principal amount
t...hereof of the 2.375% Notes plus accrued interest, if any, from September 25, March 7, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company Each Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the 3 judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Prospectus. Each Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the London offices of Davis Polk & Wardwell LLP J.P. Morgan Securities plc at 10:00 A.M., New York City London time, on September 25, March 7, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to of the nominee Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V., as operator of The Depository Trust Company, the Euroclear system ("Euroclear"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date. (e) The Company Each Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) offering and the Guarantee) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors an Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Each Issuer shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuers with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuers and their subsidiaries, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuers.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell
the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company
(i) the
respective principal amount of
Securities 2030 Notes set forth opposite
such each Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 99.350% of th
...e principal amount thereof of the 2030 Notes plus accrued interest, if any, from September 25, 2014 May 18, 2020 to the Closing Date (as defined below) and (ii) the principal amount of 2050 Notes set forth opposite each Underwriter's name in Schedule 1 hereto at a price equal to 98.997% of the principal amount of the 2050 Notes plus accrued interest, if any, from May 18, 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company Each Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Prospectus. Each Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the New York offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 18, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing each of the Securities (collectively, 2030 Notes and the 2050 Notes (the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 3 (e) The Company Each Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) offering and the Guarantees) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors an Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Each Issuer shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuers with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuers and their subsidiaries, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuers.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the
respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 99.187% of the principal amount
t...hereof of the Securities plus accrued interest, if any, from September 25, 2014 March 19, 2015 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company Each Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company Prospectus. Each Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the London offices of Davis Polk & Wardwell LLP J.P. Morgan Securities plc at 10:00 A.M., New York City London time, on September 25, 2014, March 19, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to of the nominee Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V., as operator of The Depository Trust Company, the Euroclear system ("Euroclear"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date. (e) The Company Each Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) offering and the Guarantee) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors an Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Each Issuer shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuers with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuers and their subsidiaries, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuers.
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Purchase of the Securities by the Underwriters. (a)
The Company the Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuer the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 99.021% of the
...principal amount thereof plus accrued interest, if any, from September 25, 2014 November 23, 2021 to the Closing Date (as defined below). Date. The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges Issuer and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 3 (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Cravath, Swaine & Wardwell LLP Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, November 23, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer and the Guarantors Guarantor acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length arm's-length contractual counterparty to the Company Issuer and the Guarantors Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Issuer, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, Issuer, the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer and the Guarantors Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Issuer or the Guarantors Guarantor with respect thereto. Any review by the Underwriters Representatives, any Underwriter of the Company, Issuer, or the Guarantors, Guarantor of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Issuer or the Guarantors. Guarantor or any other person.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations,
warranties warranties, and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective
aggregate principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at
a the price
equal to 99.238% of the ...principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (the "Purchase Price") set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time Pricing Disclosure Package and the Prospectus, as in the judgment of Sale Information. the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative, at the offices of Davis Polk Ropes & Wardwell LLP Gray LLP, 1211 Avenue of the Americas, New York, NY 10036, at 10:00 A.M., New York City time, on September 25, 2014, August 17, 2021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Representative and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the "Closing Date". (d) Date." Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Representative for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the principal amount of Securities (collectively, the "Global Note"), to be purchased on such date with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will Delivery of the Securities shall be made available for inspection by through the Representatives not later than 1:00 P.M., New York City time, on facilities of DTC unless the business day prior to Representative shall otherwise instruct. 3 (d) Each of the Closing Date. (e) The Company and the Guarantors acknowledge Adviser acknowledges and agree agrees that (1) the Underwriters are acting solely as principal and in the capacity of an arm's length arm's-length contractual counterparty to the Company and the Guarantors Adviser with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. person, (2) the Underwriters have no obligation to the Company or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement and (3) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of The Company acknowledges and agrees that it is aware that the Underwriters and shall not be on behalf their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Adviser and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Guarantors. Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise.
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