Common use of Closing Date; Exchange of Regulation S Global Security Clause in Contracts

Closing Date; Exchange of Regulation S Global Security. (a) At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Securities executed by the Company in accordance with this Agreement bearing the Guarantees of the Guarantor endorsed thereon to the Fiscal Agent, in the case of Registered Securities, and to the Principal Paying Agent, in the case of Bearer Securities or the Regulation S Global Security for authentication together with an officer's certificate of the Company directing such authentication, and the Fiscal Agent or Principal Paying Agent shall thereupon authenticate and make such Securities available for delivery upon and in accordance with the written order of the Company. No Security shall be valid or enforceable for any purpose unless and until the certificate of authentication thereon shall have been manually signed by a duly authorized signatory of the Fiscal Agent or Principal Paying Agent and such duly executed certificate of authentication on any Security shall be conclusive evidence that the Security has been duly authenticated and delivered hereunder. The Regulation S Global Security, the Rule 144A Global Security and the Registered Accredited Investor Securities will be issued upon payment to the Company or its order in United States dollars in same-day funds by check or wire transfer to a United States dollar account designated by the Company, at 2:00 p.m., London time, on August 12, 1997, or at such other time on the same or such other date, not later than 5:00 p.m., London time, on the fourth Business Day (as such term is defined in Section 5(h) hereof) in London thereafter, as the Managers and the Company may agree (the "Closing Date"). Such payment will be made (1) upon authorization from the Managers, (2) against delivery as provided in Section 4(b) hereof of the amount, if any, of Rule 144A Securities and Registered Accredited Investor Securities as the Managers may request and as they shall direct, and (3) against delivery of the Regulation S Global Security for the balance of the Securities to Bankers Trust Company, London office, as depositary (the "Common Depositary") for Morgan Guaranty Trust Company of New York, Brussexx xxxice, as operator of the Euroclear System (the "Euroclear Operator"), and Cedel Bank societe anonyme ("Cedel"). The Regulation S Global Security shall be held on deposit with the Common Depositary for the accounts of the Euroclear Operator and Cedel, for credit to the Managers' respective Securities Clearance Accounts (or to such other accounts as the Lead Manager may have specified) with the Euroclear Operator or Cedel.

Closing Date; Exchange of Regulation S Global Security. (a) At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Securities executed by the Company in accordance with this Agreement bearing the Guarantees of the Guarantor endorsed thereon to the Fiscal Agent, in the case of Registered Securities, and to the Principal Paying Agent, in the case of Bearer Securities or the Regulation S Global Security for authentication together with an officer's certificate of the Company directing such authentication, and the Fiscal Agent or Principal Paying Agent shall thereupon authenticate and make such Securities available for delivery upon and in accordance with the written order of the Company. No Security shall be valid or enforceable for any purpose unless and until the certificate of authentication thereon shall have been manually signed by a duly authorized signatory of the Fiscal Agent or Principal Paying Agent and such duly executed certificate of authentication on any Security shall be conclusive evidence that the Security has been duly authenticated and delivered hereunder. The Regulation S Global Security, the Rule 144A Global Security and the Registered Accredited Investor Securities will be issued upon payment to the Company or its order in United States dollars in same-day funds by check or wire transfer to a United States dollar account designated by the Company, at 2:00 p.m., London time, on August 12May 14, 1997, or at such other time on the same or such other date, not later than 5:00 p.m., London time, on the fourth Business Day (as such term is defined in Section 5(h) hereof) in London thereafter, as the Managers and the Company may agree (the "Closing Date"). Such payment will be made (1) upon authorization from the Managers, (2) against delivery as provided in Section 4(b) hereof of the amount, if any, of Rule 144A PAGE Securities and Registered Accredited Investor Securities as the Managers may request and as they shall direct, and (3) against delivery of the Regulation S Global Security for the balance of the Securities to Bankers Trust Company, London office, as depositary (the "Common Depositary") for Morgan Guaranty Trust Company of New York, Brussexx xxxiceBrussels office, as operator xxxxxtor of the Euroclear System (the "Euroclear Operator"), and Cedel Bank societe anonyme ("Cedel"). The Regulation S Global Security shall be held on deposit with the Common Depositary for the accounts of the Euroclear Operator and Cedel, for credit to the Managers' respective Securities Clearance Accounts (or to such other accounts as the Lead Manager may have specified) with the Euroclear Operator or Cedel.

Closing Date; Exchange of Regulation S Global Security. (a) At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Securities executed by the Company in accordance with this Agreement bearing the Guarantees of the Guarantor endorsed thereon to the Fiscal Agent, in the case of Registered Securities, and to the Principal Paying Agent, in the case of Bearer Securities or the Regulation S Global Security for authentication together with an officer's certificate of the Company directing such authentication, and the Fiscal Agent or Principal Paying Agent shall thereupon authenticate and make such Securities available for delivery upon and in accordance with the written order of the Company. No Security shall be valid or enforceable for any purpose unless and until the certificate of authentication thereon shall have been manually signed by a duly authorized signatory of the Fiscal Agent or Principal Paying Agent and such duly executed certificate of authentication on any Security shall be conclusive evidence that the Security has been duly authenticated and delivered hereunder. The Regulation S Global Security, the Rule 144A Global Security and the Registered Accredited Investor Securities will be issued upon payment to the Company or its order in United States dollars in same-day funds by check or wire transfer to a United States dollar account designated by the Company, at 2:00 p.m., London time, on August 12July 16, 1997, or at such other time on the same or such other date, not later than 5:00 p.m., London time, on the fourth Business Day (as such term is defined in Section 5(h) hereof) in London thereafter, as the Managers and the Company may agree (the "Closing Date"). Such payment will be made (1) upon authorization from the Managers, (2) against delivery as provided in Section 4(b) hereof of the amount, if any, of Rule 144A Securities and Registered Accredited Investor Securities as the Managers may request and as they shall direct, and (3) against delivery of the Regulation S Global Security for the balance of 13PAGE the Securities to Bankers Trust Company, London office, as depositary (the "Common Depositary") for Morgan Guaranty Trust Company of New York, Brussexx xxxiceBrussels xxxxxe, as operator of the Euroclear System (the "Euroclear Operator"), and Cedel Bank societe anonyme ("Cedel"). The Regulation S Global Security shall be held on deposit with the Common Depositary for the accounts of the Euroclear Operator and Cedel, for credit to the Managers' respective Securities Clearance Accounts (or to such other accounts as the Lead Manager may have specified) with the Euroclear Operator or Cedel.

Closing Date; Exchange of Regulation S Global Security. (a) At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Securities executed by the Company in accordance with this Agreement bearing the Guarantees of the Guarantor endorsed thereon to the Fiscal Agent, in the case of Registered Securities, and to the Principal Paying Agent, in the case of Bearer Securities or the Regulation S Global Security for authentication together with an officer's certificate of the Company directing such authentication, and the Fiscal Agent or Principal Paying Agent shall thereupon authenticate and make such Securities available for delivery upon and in accordance with the written order of the Company. No Security shall be valid or enforceable for any purpose unless and until the certificate of authentication thereon shall have been manually signed by a duly authorized signatory of the Fiscal Agent or Principal Paying Agent and such duly executed certificate of authentication on any Security shall be conclusive evidence that the Security has been duly authenticated and delivered hereunder. The Regulation S Global Security, the Rule 144A Global Security and the Registered Accredited Investor Securities will be issued upon payment to the Company or its order in United States dollars in same-day funds by check or wire transfer to a United States dollar account designated by the Company, at 2:00 3:00 p.m., London time, on August 12April 15, 1997, or at such other time on the same or such other date, not later than 5:00 p.m., London time, on the fourth Business Day (as such term is defined in Section 5(h) hereof) in London thereafter, as the Managers and the Company may agree (the "Closing Date"). Such payment will be made (1) upon authorization from the Managers, (2) against delivery as provided in Section 4(b) hereof of the amount, if any, of Rule 144A Securities and Registered Accredited Investor Securities as the Managers may request and as they shall direct, and (3) against delivery of the Regulation S Global Security for the balance of the Securities to Bankers Trust Company, London office, as depositary (the "Common Depositary") for Morgan Xxxxxx Guaranty Trust PAGE Company of New York, Brussexx xxxiceBrussels office, as operator of the Euroclear System (the "Euroclear Operator"), and Cedel Bank societe anonyme ("Cedel"). The Regulation S Global Security shall be held on deposit with the Common Depositary for the accounts of the Euroclear Operator and Cedel, for credit to the Managers' respective Securities Clearance Accounts (or to such other accounts as the Lead Manager may have specified) with the Euroclear Operator or Cedel.

Closing Date; Exchange of Regulation S Global Security. (a) At any time and from time to time after the execution and delivery of this Agreement, the Company may deliver Securities executed by the Company in accordance with this Agreement bearing the Guarantees of the Guarantor endorsed thereon to the Fiscal Agent, in the case of Registered Securities, and to the Principal Paying Agent, in the case of Bearer Securities or the Regulation S Global Security Agent for authentication together with an officer's certificate of the Company directing such authentication, and the Fiscal Agent or Principal Paying Agent shall thereupon authenticate and make such Securities available for delivery upon and in accordance with the written order of the Company. No Security shall be valid or enforceable for any purpose unless and until the certificate of authentication thereon shall have been manually signed by a duly authorized signatory of the Fiscal Agent or Principal Paying Agent and such duly executed certificate of authentication on any Security shall be conclusive evidence that the Security has been duly authenticated and delivered hereunder. The Regulation S Global Security, the Rule 144A Global Security and the Registered Accredited Investor Securities will be issued upon payment to the Company or its order in United States dollars in same-day funds by check or wire transfer to a United States dollar account designated by the Company, at 2:00 4:00 p.m., London time, on August 12January 3, 19971996, or at such other time on the same or such other date, not later than 5:00 p.m., London time, on the fourth Business Day (as such term is defined in Section 5(h) hereof) in London thereafter, as the Managers and the Company may agree (the "Closing Date"). Such payment will be made (1) upon authorization from the Managers, (2) against delivery as provided in Section 4(b) hereof of the amount, if any, of Rule 144A Securities and Registered Accredited Investor Securities as the Managers may request and as they shall direct, and (3) against delivery of the Regulation S Global Security for the balance of the Securities to Bankers Trust CompanyThe Chase Manhattan Bank, N.A., London office, as depositary (the "Common Depositary") for Morgan Xxxxxx Guaranty Trust Company of New York, Brussexx xxxiceBrussels office, as operator of the Euroclear System (the "Euroclear Operator"), and Cedel Bank societe anonyme ("Cedel"). The Regulation S Global Security shall be held on deposit with the Common Depositary for the accounts of the Euroclear Operator and Cedel, for credit to the Managers' respective Securities Clearance Accounts (or to such other accounts as the Lead Manager may have specified) with the Euroclear Operator or Cedel.