Extract to table

NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture

"Material Adverse Change" or "Material Adverse Effect" means any change, development, event, circumstance, occurrence, condition, or effect that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to (a) the business, assets, properties, liabilities, financial condition, results of operations, or prospects of the Issuer and its subsidiaries, taken as a whole, (b) the ability of the Issuer to perform its obligations under the Transaction Documents, (c) the validity or enforceability of any Transaction Document, or (d) the rights or remedies of the Initial Purchasers or the holders of the Notes under the Transaction Documents; provided, however, that changes in general economic or market conditions, changes in prevailing interest rates, or changes in banking laws or regulations of general applicability (in each case, to the extent not disproportionately affecting the Issuer relative to other comparable national banking associations) shall not, in and of themselves, constitute a Material Adverse Change

Each Initial Purchaser's obligation to purchase Notes is several and not joint, and no Initial Purchaser shall be obligated to purchase any Notes that another Initial Purchaser has failed or refused to purchase

Wire transfer instructions shall be set forth in the Closing Funds Flow Memorandum to be delivered by the Issuer pursuant to Section 8

The Global Note shall be delivered to DTC or its custodian in accordance with DTC's customary procedures for same-day funds settlement, and crediting of the applicable principal amounts to the respective accounts of the Initial Purchasers (or their respective DTC participant accounts) shall constitute delivery of the Notes hereunder