Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 11:00 AM, New York City time, on [—], 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, the Company Selling Stockholders and the Selling Stockholder Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Selling Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Stockholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderStockholders. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Stockholders will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, A.M. (New York City time) on [•], on , 20032021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on February __, 20032001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholder, as applicable, by wire transfer payable in same-day funds to an account the respective accounts specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themthem from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third first Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMA.M., New York City time, on [·], 20032019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third first Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date Settlement Date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 20032018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, the Company and the Selling Stockholder Shareholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price of the Securities being sold by the Selling Shareholder thereof to or upon the order of the Company and the Selling Stockholder Shareholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderShareholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Shareholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Shareholder by wire transfer payable in same-day funds to an account specified by the Selling StockholderShareholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Shareholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Shareholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20032005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 c/o Citigroup Global Markets Inc., 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(m) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on March 27, 20032002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Convertible Notes Underwriters against payment by the several Convertible Notes Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx388 Greenwich Street, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xxxxe Business Days after exercise of said option) for the respective accounts of the several Convertible Notes Underwriters, against payment by the several Convertible Notes Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Convertible Notes Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at [10:00 AM, New York City timeEastern Standard Time], on [•], 20032018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on April 9, 20032007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx 400 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said such option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on April 8, 20032011, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on October 6, 20032020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on May 10, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof 2010 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Company and the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Company and in accordance with its obligations under Section 4(h) hereof on or prior to the Selling StockholderClosing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the “settlement date”), the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing DateDate (as defined herein)) shall be made at 10:00 AM, New York City time, on [•], 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx3 Times Square, Xxx Xxxx27th Floor, Xxx XxxxNew York, xx New York, on the date specified by the Representatives (which shall be within three Business Days after the delivery of the notice of exercise of said optionoption unless the Representatives and the Company agree to a later date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities PIES and the Option Securities PIES (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day second business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on August 5, 20031998, (or at such time on such later date not more later than three Business Days five business days after the foregoing such specified date as the Representatives shall designate, ) which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder MediaOne Group or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities PIES being herein called the “"Closing Date”"). Delivery of the Securities PIES shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder MediaOne Group by wire transfer payable in same-of same day funds to an account specified by MediaOne Group on or before the Company and second business day prior to the Selling StockholderClosing Date. Delivery of the Underwritten Securities and the Option Securities PIES shall be made through the facilities of The Depository the Depositary Trust Company Company, unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved Certificates for the PIES shall be registered in such names and in such denominations as the transfer to the several Underwriters Representatives may request not less than two full business days in advance of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day second business day prior to the Closing Date, the Selling Stockholder MediaOne Group will deliver the Option Securities PIES (at the expense of the CompanyMediaOne Group) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives through the facilities of the Depositary Trust Company on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for to the respective accounts of the several Underwriters, Representatives against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder MediaOne Group by wire transfer of funds payable in same-same day funds to an the above-mentioned account specified by the Selling StockholderMediaOne Group. If settlement for the Option Securities PIES occurs after the Closing Date, the Company the Selling Stockholder MediaOne Group and AirTouch will deliver to the Representatives on the settlement date for the Option SecuritiesPIES, and the obligation of the Underwriters to purchase the Option Securities PIES shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on September 20, 20032019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [—], 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account accounts specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing DateDate (as defined herein)) shall be made at 10:00 AM, New York City time, on [•], 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx3 Times Square, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives (which shall be within three Business Days after the delivery of the notice of exercise of said optionoption unless the Representatives and the Company agree to a later date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on May , 20032007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at UBS Securities LLC, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000-0000, xx on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on October 2, 20032018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on , 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [●], 20032018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day second business day prior to the Closing Date) shall be made at 10:00 AM, New York City Eastern time, on __________, 20031997, or at such time on such later date (not more later than three Business Days after the foregoing date __________, 1997) as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and the Selling Stockholder payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to an account specified by the Company and the Selling Stockholderfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of Testx, Xxrwxxx & Xhibxxxxx, XXP, Boston, Massachusetts. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full business days in advance of the Closing Date. The Selling Stockholder will pay all applicable state transfer taxesCompany agrees to have the Securities available for inspection, if anychecking and packaging by the Representatives in New York, involved in New York, not later than 1:00 PM on the transfer business day prior to the several Underwriters of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day second business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx XxxxxxSeven World Trade Center, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in same day funds or by wire transfer payable in same-of New York Clearing House bank same day funds to an account specified by the Selling Stockholderfunds. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on February 12, 20032018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery -------------------- Stockholders of the Securities shall be made Firm Shares to the Representatives for the respective accounts of the several Underwriters against Underwriters, and payment by the several Underwriters through the Representatives of the purchase price thereof by certified or official bank check or checks payable in New York Clearing House (same day) funds to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities Stockholders, shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder will deliver the Option Securities (take place at the expense offices of the Company) to the RepresentativesCIBC Xxxxxxxxxxx Corp., at 000 CIBC Xxxxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx at 10:00 a.m., New York City time, on the third business day following the date specified of this Agreement, provided, however, that if the Shares sold hereunder are priced after 4:30 p.m., New York time, on any business day, payment and delivery in respect of the Firm Shares shall take place on the fourth business day following the date of this Agreement; if it is determined that settlement within the foregoing time frame is not feasible, then payment and delivery in respect of the Firm Shares shall occur at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be agreed upon by the Company and the Representatives (which shall be within three Business Days after exercise such time and date of said option) delivery and payment are called the "Firm Shares Closing Date"). In the event the option with respect to the Option Shares is exercised, delivery by the Company of the Option Shares to the Representatives for the respective accounts of the several Underwriters, against Underwriters and payment by the several Underwriters through the Representatives of the purchase price thereof by certified or official bank check or checks payable in New York Clearing House (same day) funds to or upon the order Company shall take place at the offices of CIBC Xxxxxxxxxxx Corp. specified above at the time and on the date (which may be the same date as, but in no event shall be earlier than, the Firm Shares Closing Date) specified in the notice referred to in Section 1(b) (such time and date of delivery and payment are called the "Option Shares Closing Date"). The Firm Shares Closing Date and the Option Shares Closing Date are called, individually, a "Closing Date" and, together, the "Closing Dates." Certificates evidencing the Shares shall be registered in such names and shall be in such denominations as the Representatives shall request at least two full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the Selling Stockholder by wire transfer payable option as described in same-day funds to an account specified by the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver Section l(b) and shall be made available to the Representatives on for checking and packaging, at such place as is designated by the settlement date for Representatives, at least one full business day before the Firm Shares Closing Date (or the Option Securities, and Shares Closing Date in the obligation case of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofShares).

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 20032012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themthem from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Company [and the Selling Stockholder Stockholders named in Schedule II hereto] will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company [and the Selling Stockholder Stockholders named in Schedule II] by wire transfer payable in same-day funds to an account the accounts specified by the Company [and the Selling StockholderStockholders named in Schedule II hereto]. If settlement for the Option Securities occurs after the Closing Date, the Company the [and such Selling Stockholder Stockholders] will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Securities, and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) ), shall be made at 10:00 9:30 AM, New York City time, on September 21, 20032020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Offered Securities in the form of ADSs shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities in the form of ADSs, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date such settlement date pursuant to Section 6 hereof. The ADR certificates, if any, evidencing the Underwritten Securities and Option Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full Business Days prior to such Closing Date or the settlement date for the Option Securities, as the case may be.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 9:30 AM, New York City time, on June 30, 20032020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AMam, New York City time, at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on July 16, 20032012, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer have requested at least one full business day prior to the several Underwriters Closing Date (or any Date of Delivery, as the Option Securities to be purchased by themcase may be). If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxthe above-mentioned offices of Sidley Austin LLP, Xxx Xxxxor at such other place as shall be agreed upon by you and the Company, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securitieseach Date of Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on May 10, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof 2010 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Company and the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Company and in accordance with its obligations under Section 4(h) hereof on or prior to the Selling StockholderClosing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the “settlement date”), the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 8 hereof. One or more of the Securities in global form registered in such names as the Underwriters may request upon at least one Business Day’s notice prior to the Closing Date or the settlement date, as applicable, and corresponding to the number of the Securities shall be delivered by the Company to the Underwriters (or as the Representatives direct).

Delivery and Payment. Delivery of and payment for the Underwritten Securities ADSs and the Option Securities ADSs (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [insert closing date], 20032021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities ADSs shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the ADSs being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities ADSs and the Option Securities ADSs shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) ), certificates for the Option ADSs in such names and denominations as the Representatives shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities ADSs occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option SecuritiesADSs, and the obligation of the Underwriters to purchase the Option Securities ADSs shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The ADR certificates evidencing the Underwritten ADSs and Option ADSs shall be registered in such names and in such denominations as the Representatives may request not less than one full business day prior to the applicable Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM[10]:00 [a.m./p.m.], New York City timeEastern Standard Time, on [ ], 20032019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 9:00 AM, New York City time, on April 2, 2003, 2001 or at such time on such later date not more later than three five Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Underwriting Agreement, the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-same day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct at least one Business Day in the transfer to the several Underwriters advance of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Companyits expense) to the Representatives, at 000 Xxxxxxxxx Xxxxxxc/o Merrill Lynch, Xxx XxxxPierce, Xxx XxxxFennxx & Xmitx Xxxorporated, xx North Tower, World Financial Center, New York, New York 10281-1209, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriters through the Representatives, the Option Securities in such names and denominations as the Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company, by wire transfer of U.S. dollars and payable in same-same day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on , 20032010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themCompany. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on June 18, 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account accounts specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Securities to be purchased by them from the Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on December 19, 20032007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between among the Representatives, the Company Representative and the Selling Stockholder Company, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AMam, New York City time, at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on June 16, 20032009, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representative shall have requested at least one full business day prior to be purchased by themthe Closing Date (or any Date of Delivery, as the case may be). If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxxthe above-mentioned offices of Sidley Austin LLP, Xxx Xxxxor at such other place as shall be agreed upon by you and the Company, Xxx Xxxx, xx on the date specified by the Representatives Representative (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securitieseach Date of Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20032021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the International Underwritten Securities and the International Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 20032002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the International Representatives, the Company U.S. Representatives and the Selling Stockholder Company or as provided in Section 9 hereof (such date and time of delivery and payment for the International Securities being herein called the “"Closing Date”"). Delivery of the International Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the International Underwritten Securities and the International Option Securities shall be made through the facilities of The Depository Trust Company unless the International Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the International Option Securities (at the expense of the Company) to the International Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the International Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several International Underwriters, against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the International Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the International Representatives on the settlement date for the International Option Securities, and the obligation of the International Underwriters to purchase the International Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement, and that each settlement date, if any, shall occur simultaneously with the related "settlement date" under the U.S. Underwriting Agreement.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on July 16, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof 2012 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Company and the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Company and in accordance with its obligations under Section 4(h) hereof on or prior to the Selling StockholderClosing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000-0000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the “settlement date”), the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on June 23, 20032020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company hereto will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives Representative (which shall be within three two Business Days after exercise of said option) ), the Option Shares to the Representative for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities Shares occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City timeEastern Standard Time, on July 15, 20032019, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representative and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third (3rd) Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the RepresentativesRepresentative, at 000 Xxxxxxxxx 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives Representative (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 20032009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, the Company and the Selling Stockholder Stockholders or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company and each of the Selling Stockholders to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderStockholders (including the account designated with respect to the repayment to Bank of America of the obligations secured by the Pledge Agreement). Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Each Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themthem from such Selling Stockholder and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to through the Representativesfacilities of The Depository Trust Company unless the Representatives shall otherwise instruct, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [ ] , 20032004, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(m) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on April 20, 2003, 2011 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between among the RepresentativesRepresentative, the Company and the Selling Stockholder CIHC or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the aggregate purchase price thereof to or of the Securities being sold by CIHC or, upon the order of the Company and the Selling Stockholder CIHC, by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCIHC. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder CIHC will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themthem from CIHC and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder CIHC will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or or, upon the order of the Selling Stockholder CIHC, by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCIHC. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Company, CIHC will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment Payment for the Underwritten ADSs shall be made by Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation on behalf of the several Underwriters in U.S. dollars to the Sellers (such payment being received by the Sellers in satisfaction for the purchase price of the Shares) by wire transfer in same day funds on the Closing Date or the applicable Option Closing Date, as the case may be, against deposit of the Ordinary Shares underlying such ADSs with the London office of The Bank of New York, as custodian for the Depositary (the "CUSTODIAN"), instruction by the Custodian to the Depositary to issue such ADSs and the Option delivery of ADRs evidencing all such ADSs. The ADRs shall be in definitive form and shall be in such names and in such denominations as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities (if the option provided for in Section 2(b) hereof Corporation shall have been exercised on or before the third Business Day request not later than two business days prior to the Closing Date) shall Date or the applicable Option Closing Date (as defined below), with any stamp duty or stamp duty reserve tax payable in connection with the deposit by the Company of the Shares with the Depositary or the Custodian against the issuance of ADRs evidencing ADSs duly paid. The certificates for the ADRs will be made at 10:00 AMavailable for inspection and packaging not later than 8:00 A.M., New York City time, on the business day prior to the Closing Date or the applicable Option Closing Date, 2003as the case may be. The time and date of delivery of the ADSs shall be 8:00 A.M., New York City time, on September __, 1999 or at such other time on the same or such later date not more than three Business Days after the foregoing other date as the Representatives shall designateXxxxxxxxx, which date Lufkin & Xxxxxxxx Securities Corporation and time may be postponed by agreement between the Representatives, the Company shall agree in writing. The time and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called ADSs are hereinafter referred to as the “Closing Date”). Delivery "CLOSING DATE." The time and date of the Securities shall be made to the Representatives delivery and payment for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities any Additional ADSs to be purchased by themthe Underwriters shall be 8:00 A.M., New York City time, on the date specified in the applicable exercise notice given to you pursuant to Section 2 hereof or such other time on the same or such other date as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation and the Company shall agree in writing. If the option provided The time and date of delivery and payment for in Section 2(b) hereof is exercised after the third Business Day prior any Additional ADSs are hereinafter referred to as an "OPTION CLOSING DATE". The documents to be delivered on the Closing Date, Date or any Option Closing Date on behalf of the Selling Stockholder will deliver the Option Securities (parties hereto pursuant to Section 9 of this Agreement shall be delivered at the expense offices of the Company) to the RepresentativesXxxxx Xxxx & Xxxxxxxx, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Selling Stockholder. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofXxxx 00000.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to business day immediately preceding the Closing Date) shall be made at 10:00 AMA.M., New York City time, on [ ], 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate2017, which date and time may be postponed by agreement between among the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof Stockholders (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Selling Stockholder to or upon the order of the Company and the Selling Stockholder Stockholders by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderStockholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will Stockholders shall be responsible to pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themthem from the Selling Stockholders and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to business day immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (such date and time of delivery and payment for the Securities being herein called the “Optional Closing Date”), which date shall be within no earlier than three Business Days business days after exercise the date of said optionthe notice provided for in Section 2(b) hereof (unless such notice is delivered two business days prior to the Closing Date, in which case the Option Securities will be delivered on the Closing Date), for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares and the Option Securities Shares (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [●], 20032017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Shares being herein called in this Underwriting Agreement the “Closing Date”). Delivery of the Securities Shares shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Shares being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities Shares and the Option Securities Shares shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) the Option Shares in such names and denominations as the Representative shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities Shares occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option SecuritiesShares, and the obligation of the Underwriters to purchase the Option Securities Shares shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [●], 20032020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of of, and payment for of the purchase price for, the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on July 16, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof 2012 (such date and time of delivery and payment for the Securities being herein called time, the “Closing Date”) at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 (such transactions being referred to herein collectively as the “Closing”). The Closing Date and the location of, delivery of and the form of payment for the Securities may be varied by mutual agreement between the Underwriters and the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Company and the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Company and in accordance with its obligations under Section 4(h) hereof on or prior to the Selling StockholderClosing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) 2 hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000-0000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order therefor by means of the Selling Stockholder by wire transfer payable in same-day of immediately available funds to an such account or accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date (such date of settlement if not the Closing Date, the “settlement date”), the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 8 hereof. One or more of the Securities in global form registered in such names as the Underwriters may request upon at least one Business Day’s notice prior to the Closing Date or the settlement date, as applicable, and corresponding to the number of the Securities to be purchased by the several Underwriters on such Closing Date or settlement date, as applicable, shall be delivered by the Company to the Underwriters (or as the Representatives direct).

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on December [17], 20032007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between among the Representatives, the Company Representative and the Selling Stockholder Company, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 20032010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”)) with any transfer taxes or other similar fees or charges payable, under Federal law or the laws of any state, or any political subdivision thereof, in connection with the sale of such Securities fully and duly paid by the Company. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on August 8, 20032012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on February 25, 20032014, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Morgan Xxxxxxx & Co. LLC, at 000 Xxxxxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on August 11, 20032010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o UBS Securities LLC, at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City timeEastern Standard Time, on September [●], 20032020, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third (3rd) Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20032006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof thereby to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, c/o Citigroup Global Markets, Inc. at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Firm Units and the Option Securities Units (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AMa.m., New York City time, on March 26, 20032007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Partnership and the Selling Stockholder Holdings, or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Units being herein called the “Closing Date”). Delivery of the Securities Units shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or or, upon the order of the Company Partnership and the Selling Stockholder Holdings, by wire transfer transfers payable in same-day funds to an account accounts specified by the Company Partnership and the Selling StockholderHoldings. Delivery of the Underwritten Securities Firm Units and the Option Securities Units shall be made through the facilities of The Depository Trust Company DTC unless the Representatives shall otherwise instruct. The Selling Stockholder Holdings will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities Units to be purchased by themthem from Holdings, and the respective Underwriters will pay any additional transfer taxes involved in further transfers. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Holdings will deliver the Option Securities Units (at the expense of the CompanyHoldings) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Holdings by wire transfer payable in same-day funds to an account specified by the Selling StockholderHoldings. If settlement for the Option Securities Units occurs after the Closing Date, the Company the Selling Stockholder Partnership and Holdings will deliver to the Representatives on the settlement date for the Option SecuritiesUnits, and the obligation of the Underwriters to purchase the Option Securities Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b2(ii) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on February [11], 20032015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (each such date and time of delivery and payment for the Securities being herein called the a “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account or accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b2(ii) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account or accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the -------------------- Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on May [ ], 20031998, or at such time on such later date (not more later than three Business Days after the foregoing date May [ ], 1998) as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by certified or official bank check or checks drawn on or by a New York Clearing House bank and the Selling Stockholder by wire transfer payable in same-next day funds to an account specified by the Company and the Selling Stockholderfunds. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless at such location as the Representatives shall otherwise instructreasonably designate at least one business day in advance of the Closing Date and payment for such Securities shall be made at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in New York, New York. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than three full business days in advance of the Closing Date. The Selling Stockholder will pay all applicable state transfer taxesCompany agrees to have the Securities available for inspection, if anychecking and packaging by the Representatives in New York, involved in New York, not later than 1:00 PM on the transfer business day prior to the several Underwriters of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx[388 Greenwich Street], Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives (which shall in no event be within earlier than three Business Days business days nor later than ten business days after exercise of said option) ), certificates for the respective accounts of Option Securities in such names and denominations as the several Underwriters, Representatives shall have requested against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in same-next day funds to an account specified by the Selling Stockholderfunds. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery The Securities shall be represented by a definitive global security registered in the name of the nominee of The Depository Trust Company (“DTC”). The Company shall deliver the Securities, with any transfer taxes thereon duly paid by the Company, to Deutsche Bank Securities Inc. through the facilities of DTC, for the account of the Underwriters, against payment to the Company of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. The certificate representing the Securities shall be made available for inspection not later than 9:30 A.M., New York City time, on the Business Day prior to the Closing Date (as defined below), at the office of DTC or its designated custodian (the “Designated Office”). The time and date of delivery and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM9:00 A.M., New York City time, on December 1, 2003, 2003 or at such other time on the same or such later date not more than three Business Days after the foregoing other date as the Representatives shall designate, which date Underwriters and time may be postponed by agreement between the Representatives, the Company shall agree in writing. The time and date of such delivery and payment are hereinafter referred to as the Selling Stockholder or as provided in Section 9 hereof (such “Initial Closing Date”. The time and date and time of delivery and payment for of the Option Securities being herein called are hereinafter referred to as the “Option Closing Date”, and each of the Initial Closing Date and the Option Closing Date, if any, are hereinafter referred to a the “Closing Date”). Delivery The documents to be delivered on each Closing Date on behalf of the Securities parties hereto pursuant to Section 8 of this Agreement shall be made to delivered at the Representatives for the respective accounts offices of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company O’Melveny & Xxxxx LLP, 000 Xxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxx and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling Stockholder. Delivery of the Underwritten Securities and the or Option Securities Securities, as applicable, shall be made through delivered at the facilities of The Depository Trust Company unless Designated Office, all on the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Initial Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesDeutsche Bank Securities Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives Deutsche Bank Securities Inc. (which shall shall, unless otherwise agreed by the parties, be within three Business Days after exercise of said option, but not prior to the Initial Closing Date) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Deutsche Bank Securities Inc. of the purchase price Purchase Price thereof to or upon the order of the Selling Stockholder by wire transfer payable of Federal or other funds immediately available in same-day funds to an account specified by the Selling StockholderNew York City. If settlement for the Option Securities occurs after the Initial Closing Date, the Company the Selling Stockholder will deliver to the Representatives Underwriters on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Initial Closing Date pursuant to Section 6 8 hereof.

Delivery and Payment. Delivery of and payment for the -------------------- Underwritten Securities DECS and the Option Securities DECS (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, AM New York City time, on August 2, 20031999, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Xxxx-XxXxx or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities DECS being herein called the “"Closing Date”"). Delivery of the Securities DECS shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Xxxx-XxXxx by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderXxxx-XxXxx. Delivery of the Underwritten Securities and the Option Securities DECS shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Xxxx-XxXxx will deliver the Option Securities DECS (at the expense of the CompanyXxxx-XxXxx) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Xxxx-XxXxx by wire transfer payable in same-day funds to an account specified by the Selling StockholderXxxx-XxXxx. If settlement for the Option Securities DECS occurs after the Closing Date, the Company the Selling Stockholder Xxxx-XxXxx and Devon Energy will deliver to the Representatives on the settlement date for the Option SecuritiesDECS, and the obligation of the Underwriters to purchase the Option Securities DECS shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [—], 20032008, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called in this Agreement the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the account(s) specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx[—], Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) certificates for the Option Securities in such names and denominations as the Representatives shall have requested for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the account(s) specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The ADRs evidencing the Underwritten Securities and Option Securities shall be registered in such names and in such denominations as the Representatives may request upon the Closing Date and the settlement date (if different from the Closing Date).

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [●], 20032017, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representatives and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 2003, 2007 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Fund or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Fund by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderFund. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Fund will deliver the Option Securities (at the expense of the CompanyFund) to the Representatives, at 000 Xxxxxxxxx the offices of Skadden, Arps, Slate, Mxxxxxx & Fxxx, LLP, 4 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Fund by wire transfer payable in same-day funds to an account specified by the Selling StockholderFund. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Fund will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on June [ ], 20032006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-same day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved Securities shall be registered in such names and in such denominations as the transfer to the several Underwriters Representatives may request not less than two full Business Days in advance of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) ), for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-same day funds to an account specified by funds. Delivery of the Selling StockholderOption Securities shall be made through facilities of the Depository Trust Company unless the Representatives shall otherwise instruct. The Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full Business Days in advance of the Closing Date. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date date(s) for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date date(s) the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to (as defined herein) immediately preceding the Closing Date) shall be made at 10:00 AM, New York City timeEastern Standard Time, on [●], 20032017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on November [ ], 20032010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option, unless such exercise occurs after 4:00pm on a Business Day in which case it shall be within four Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof, which shall include a bring-down comfort letter.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second (2nd) Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City timeEastern Standard Time, on June 27, 20032019, or at such time on such later date not more than three two (2) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company Issuer unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third (3rd) Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on July __, 20032021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling Stockholderfunds. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 20032006, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx XxxxXX 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on August 18, 2003, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder Company will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them from the Company and the respective Underwriters will pay any additional stock transfer taxes involved in further transfers by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx388 Greenwich Street, Xxx XxxxNew Yxxx, Xxx Xxxx, xx the date specified by the xxx xxxx xxxxxxxxx xx xxx Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third first Business Day prior to (as defined herein) immediately preceding the Closing Date) shall be made at 10:00 [ 🌑 ] AM, New York City time, on [ 🌑 ], 20032020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third first Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000, on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date Settlement Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [ • ], 20032024, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentative. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company DTC unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representative on the date specified by the Representatives Representative (which shall be within three two Business Days after exercise of said option, which date may be postponed by agreement between the Representative and the Company) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-same- day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b‎2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AMa.m., New York City time, on February 17, 20032021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 ‎9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b‎2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New Yorx 00000, xx xx sucx xxxxx plxxx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxives and the Company, at 10:00 AMa.m., New York City time, on April 23, 20032002, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx388 Greenwich Street, Xxx XxxxNew York, Xxx XxxxNew York, xx on the date specified by the Representatives xxx Xxxxxxxxxxxxxxx (which shall be within three xxxxx xxxxx xx xxxxxx xhree Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. Certificates for the Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least two full Business Days before the Closing Date. The certificates for Securities will be made available in New York City for examination by the Underwriter no later than 10:00 a.m., New York City time on the Business Day prior to the Closing Date.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AMam, New York City time, at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on May 11, 20032009, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer have requested at least one full business day prior to the several Underwriters Closing Date (or any Date of Delivery, as the Option Securities to be purchased by themcase may be). If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxthe above-mentioned offices of Sidley Austin LLP, Xxx Xxxxor at such other place as shall be agreed upon by you and the Company, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securitieseach Date of Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third end of the second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on December 12, 20032012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to Citigroup Global Markets Inc. (the Representatives “Lead Representative”) for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Lead Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Lead Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Lead Representative on the date specified by the Representatives Lead Representative (which without the Company’s consent, shall be within three no earlier than the third Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Lead Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Lead Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20032018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten -------------------- Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on June [_], 20032001, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third first Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [insert closing date], 20032018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third first Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on March 12, 20032013, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third first Business Day prior to (as defined herein) immediately preceding the Closing Date) shall be made at 10:00 10:15 AM, New York City time, on December 17, 20032020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third first Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at X.X. Xxxxxx Securities LLC, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on [-], 20032010, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o UBS Securities LLC, at 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(n) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM9:00 A.M., New York City time, on May 12, 20032020, or at such time on such later date not more than three Business Days after the foregoing date as may be agreed between the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified funds, with any transfer or similar taxes payable in connection with the sale and delivery of the Securities duly paid by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxesCompany agrees to have the Securities available for inspection, if anychecking and packaging by the Representatives in New York, involved in New York, not later than 1:00 PM on the transfer Business Day prior to the several Underwriters of the Option Securities to be purchased by themClosing Date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany, with any transfer or similar taxes payable in connection with the sale and delivery of the Option Securities duly paid by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on April 14, 20032009, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said such option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on , 2003, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at One Wachovia Center, 000 Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx XxxxXxxxx Xxxxxxxx 00000, xx on the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day business day prior to the Closing Date) shall be made at 10:00 AMam, New York City time, at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on August 20, 20032010, or at such time on such later date not more than three Business Days business days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through made, and the facilities of The Depository Trust Company unless Firm Securities and the Option Securities shall be registered in such names and denominations, as the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer have requested at least one full business day prior to the several Underwriters Closing Date (or any Date of Delivery, as the Option Securities to be purchased by themcase may be). If the option provided for in Section 2(b) hereof is exercised after the third Business Day business day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxxthe above-mentioned offices of Sidley Austin LLP, Xxx Xxxxor at such other place as shall be agreed upon by you and the Company, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days business days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securitieseach Date of Delivery, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Securities, and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) ), shall be made at 10:00 AM, New York City time, on [●], 20032017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Offered Securities in the form of ADSs shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx XxxxXxxx 00000, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities in the form of ADSs, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date such settlement date pursuant to Section 6 hereof. The ADR certificates, if any, evidencing the Underwritten Securities and Option Securities shall be registered in such names and in such denominations as the Representatives may request not less than two full Business Days prior to such Closing Date or the settlement date for the Option Securities, as the case may be.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City timeEastern Standard Time, on [•], 20032018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, the Company Representatives and the Selling Stockholder Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). For purposes herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York, New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderIssuer. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Issuer will deliver the Option Securities (at the expense of the CompanyIssuer) to the Representatives, at 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 00000 on the date specified by the Representatives (which shall be within three two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Issuer by wire transfer payable in same-day funds to an account specified by the Selling StockholderIssuer. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder Issuer will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on , 20032000, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the each Selling Stockholder Shareholder by wire transfer payable in same-day funds to an account accounts specified by the Company and the Selling StockholderShareholders. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Company and each Selling Stockholder Shareholders will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and Selling Stockholder Shareholders by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderShareholders. If settlement for the Option Securities occurs after the Closing Date, the Company and the Selling Stockholder Shareholders will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [●], 20032015, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and in writing to the Selling StockholderRepresentatives. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Representatives on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third second Business Day prior to immediately preceding the Closing Date) shall be made on the date and at 10:00 AM, New York City time, on , 2003, the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City or Dallas, Texas. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third second Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b3(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on March 5, 20032012, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved instruct the Company in the transfer to the several Underwriters of the Option Securities to be purchased by themwriting. If the option provided for in Section 2(b3(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentatives c/o Citigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx Xxxx 00000 on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7(l) hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, 8:30 AM (New York City time) on March 26, on , 2003, 2008 or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date Underwriter and time may be postponed by agreement between the Representatives, the Company and the Selling Stockholder or as provided in Section 9 hereof may agree (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives nominee of the Depositary Trust Company for the respective accounts account of the several Underwriters Underwriter of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”) against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof Purchase Price thereof, plus accrued interest, if any, to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and Company. The Global Note representing the Selling Stockholder. Delivery of the Underwritten Securities and the Option Securities shall will be made through available for inspection by the facilities Underwriter at the office of The Depository Trust Company unless X.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer business day prior to the several Underwriters of the Option Securities to be purchased by themClosing Date or any settlement date. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx nominee of the Depositary Trust Company for the account of the Underwriter of the Securities to be purchased on the date specified by the Representatives Underwriter on not less than one day prior written notice to the Company (which shall be within three Business Days after exercise of said option) for the respective accounts account of the several Underwriters, Underwriter against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof Purchase Price thereof, plus accrued interest, if any, to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. The Purchase Price for the Securities and the underwriting fee shall be payable in U.S. dollars.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [ ], 20032016, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the aggregate purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [•], 20032020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Firm Units and the Option Securities Units (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 _____ AM, New York City time, on _____, 20032005 at the offices of Xxxxxxx Coie LLP, Portland, Oregon, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Citigroup Global Markets Inc. shall designate, which date and time may be postponed by agreement between the Representatives, the Company Citigroup Global Markets Inc. and the Selling Stockholder Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities Units being herein called the “Closing Date”"CLOSING DATE"). Delivery of the Securities Units shall be made to the Representatives Underwriters for the their respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company and the Selling Stockholder Partnership by wire transfer payable in same-day funds to an account specified by the Company and the Selling StockholderPartnership. Delivery of the Underwritten Securities and the Option Securities Units shall be made through the facilities of The Depository Trust Company ("DTC") unless the Representatives Citigroup Global Markets Inc. shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Partnership will deliver the Option Securities Units (at the expense of the CompanyPartnership) to the RepresentativesCitigroup Global Markets Inc., at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Citigroup Global Markets Inc. (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Partnership by wire transfer payable in same-day funds to an account specified by the Selling StockholderPartnership. Delivery of the Option Units shall be made through the facilities of DTC unless Citigroup Global Markets Inc. shall otherwise instruct. If settlement for of the Option Securities Units occurs after the Closing Date, the Company the Selling Stockholder Partnership will deliver to the Representatives Underwriters on the settlement date Option Closing Date for the Option SecuritiesUnits, and the obligation of the Underwriters to purchase the Option Securities Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to immediately preceding the Closing Date) shall be made at 10:00 AM, New York City time, on [·], 20032017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between among the Representatives, Representatives and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an the account specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to immediately preceding the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an the account specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City time, on September 26, 20032005, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives, Representative and the Company and the Selling Stockholder or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the respective aggregate purchase price thereof prices of the Securities being sold by the Company to or upon the order of the Company and the Selling Stockholder by wire transfer payable in same-day funds to an account the accounts specified by the Company and the Selling StockholderCompany. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives Representative shall otherwise instruct. The Selling Stockholder will pay all applicable state transfer taxes, if any, involved in the transfer to the several Underwriters of the Option Securities to be purchased by them. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Selling Stockholder Company will deliver the Option Securities (at the expense of the Company) to the RepresentativesRepresentative, at 000 Xxxxxxxxx 400 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Representatives Representative (which shall be within three Business Days after exercise of said such option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholder Company by wire transfer payable in same-day funds to an account the accounts specified by the Selling StockholderCompany. If settlement for the Option Securities occurs after the Closing Date, the Company the Selling Stockholder will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.