Common use of Delivery of and Payment for the Notes Clause in Contracts

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its nominee and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Xxxxxxxx & XxxxxxxxX'Xxxx, 425 Lexington AvenueLLP, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on November 26May 21, 1996 1997 or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire transfer of immediately available same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx & Freshfields Bruckhaus Xxxxxxxx, 425 Lexington AvenueLondon, New York, New YorkEngland, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M.a.m., New York City time, on November 26April 21, 1996 2004, or at such other time or date, not later than five full business days Business Days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request have requested in writing not less than two full business days Business Days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more certificates evidencing the Notes available for inspection by the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date. (c) On the Closing Date, the Special Share Purchaser shall purchase the Special Share for the amount of ten dollars (US$10.00), payable to the Company, and the Company shall deliver the certificate representing the Special Share to the Special Share Purchaser. (d) When delivered by the Company on the Closing Date, the Notes and the Special Share shall be fully authorized, duly and validly issued, free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the August 2007 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Rxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkKxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 6 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 6 Closing Date"”). (bii) On the Amendment No. 6 Closing Date, payment of the purchase price for the August 2007 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 6 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 6 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the August 2007 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 6 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the August 2007 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 6 Closing Date. (iii) When delivered by the Company on the Amendment No. 6 Closing Date, the August 2007 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices office of Xxxxxx & Xxxxxxx Xxxxxxx & XxxxxxxxLLP, 425 Lexington Avenue000 Xxxxx Xxxxxx, New YorkXxx Xxxx, New York, or Xxx Xxxx 00000 at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 9:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall the Closing Date. The place of closing for the Notes and the Closing Date may be agreed upon varied by agreement between the Initial Purchasers and the Company. The Notes will be delivered to the Initial Purchasers, or the Trustee as custodian for The Depository Trust Company (such date and time of payment and delivery being herein called the "Closing DateDTC"). (b) On , against payment by or on behalf of the Closing Date, payment Initial Purchasers of the purchase price for the Notes shall be made to the Company therefor by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers through the book-entry facilities of at DTC. The Depository Trust Company Notes will be evidenced by one or more global securities in definitive form (the "DepositaryGlobal Notes") or otherwise by additional definitive securities, and will be registered, in the case of the Global Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its Cede & Co. as nominee of DTC, and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasersother cases, in each case such names and in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees The Notes to make such certificates available for inspection by be delivered to the Initial Purchasers at least 24 hours prior shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxxx, 425 Lexington AvenueXxXxxx, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the CompanyIssuers, at 10:00 A.M., New York City time, on November 26April 1, 1996 1998, or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company Issuers (such date and time of payment and delivery being referred to herein called as the "Closing Date").. ------------ (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company Mediacom by wire or book-entry transfer of immediately available same-day funds to such account or accounts as the Company Mediacom shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise Purchaser of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchaser hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers Purchaser shall request have requested in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of The Issuers agree to make one or more global certificates evidencing the Notes, the Company agrees to make such certificates Notes available for inspection by the Initial Purchasers Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the December 2006 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Rxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkKxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 4 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 4 Closing Date"”). (bii) On the Amendment No. 4 Closing Date, payment of the purchase price for the December 2006 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 4 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 4 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the December 2006 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 4 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the December 2006 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 4 Closing Date. (iii) When delivered by the Company on the Amendment No. 4 Closing Date, the December 2006 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New York, or at such other place as shall be agreed upon by to the Initial Purchasers of and the Company, at 10:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made at or prior to 10:00 a.m., New York City time, on September 17, 2012 at the offices of Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP, New York, New York, or such other place or time not later than seven full business days thereafter as the Initial Purchasers and the Company shall designate, such time being herein referred to as the “Closing Date.” (b) The Company shall execute and deliver (i) one or more global Notes (the “Global Notes”) in registered form, authenticated by and deposited with the Trustee, as custodian for and on behalf of DTC, representing beneficial interests in the Global Notes registered in the name of Cede & Co., as nominee of DTC, to be credited for the account of the Initial Purchasers, as well as (ii) any definitive certificates representing interests in the Notes to be sold to Institutional Accredited Investors (the “Definitive Notes”) against payment by the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or may direct by such other means as the parties hereto shall agree prior to the Closing Date against delivery written notice delivered to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its nominee and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request in writing not less than at least two full business days prior to the Closing Date. For the purpose of expediting the checking The Global Notes and packaging of certificates evidencing the Notes, the Company agrees any Definitive Notes shall be made available to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices office of Xxxxxxx Xxxxxxx & XxxxxxxxClifford Chance US LLP, 425 Lexington Avenue000 Xxxx Xxxxxx, New YorkXxx Xxxx, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the CompanyXxx Xxxx 00000, at 10:00 A.M., New York City time, on November 26the third full business day following the date of this Agreement or on the fourth full business day if this Agreement is executed after the daily closing time of the New York Stock Exchange (unless postponed in accordance with the provisions of Section 9 hereof), 1996 or at such other time date or date, not later than five full business days thereafter, place as shall be agreed upon determined by agreement between the Initial Purchasers Underwriters and the Company (such Operating Partnership. This date and time of payment and delivery being herein called are sometimes referred to as the "Closing Delivery Date"). (b) " On the Closing Delivery Date, the Operating Partnership shall deliver or cause to be delivered the Notes to the Underwriters for the account of each Underwriter against payment to or upon the order of the Operating Partnership of the purchase price for by delivery of the Exchange Notes shall be made as described in Section 2 and, with respect to any additional purchase price as provided in Section 2, by certified or official bank check or checks payable in same day funds or, at the Company discretion of the Operating Partnership, by wire transfer of immediately available in same day funds to such an account or accounts as the Company shall specify prior at a bank acceptable to the Closing Date or by such other means as the parties hereto Underwriters. Time shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise be of the Notesessence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers Underwriters shall request in writing not less than two full business days prior to the Closing Delivery Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to Operating Partnership shall make such certificates the Notes available for inspection by the Initial Purchasers at least 24 hours Underwriters in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the Closing Delivery Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the April 2007 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Rxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkKxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 5 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 5 Closing Date"”). (bii) On the Amendment No. 5 Closing Date, payment of the purchase price for the April 2007 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 5 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 5 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the April 2007 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 5 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the April 2007 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 5 Closing Date. (iii) When delivered by the Company on the Amendment No. 5 Closing Date, the April 2007 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery Subject to the terms and conditions set forth herein, delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkXxxx, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied or waived on the Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request have requested in writing not less than two full business days Business Days prior to the Closing DateDate (or such shorter period as the Purchasers and the Company may agree). For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more certificates evidencing the Notes available for inspection by the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date. (c) When delivered by the Company on the Closing Date, the Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxxx, 425 Lexington AvenueXxXxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the CompanyIssuers, at 10:00 A.M., New York City time, on November February 26, 1996 1999, or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company Issuers (such date and time of payment and delivery being referred to herein called as the "Closing Date").. ------------ (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company Mediacom by wire or book-entry transfer of immediately available same-day funds to such account or accounts as the Company Mediacom shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise Purchaser of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchaser hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers Purchaser shall request have requested in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of The Issuers agree to make one or more global certificates evidencing the Notes, the Company agrees to make such certificates Notes available for inspection by the Initial Purchasers Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the 2006 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkXxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 3 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 3 Closing Date"”). (bii) On the Amendment No. 3 Closing Date, payment of the purchase price for the 2006 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 3 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 3 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the 2006 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 3 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the 2006 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 3 Closing Date. (iii) When delivered by the Company on the Amendment No. 3 Closing Date, the 2006 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the April 2007 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Rosen & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkKatz, or at such other place plxxx xs sxxxx be agreed upon by the New Purchasers and the Company, at 10:00 am (New York time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 5 Closing Date, but subject to the satisfaction or waiver of those conditions), or at such other time and date as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 5 Closing Date"”). (bii) On the Amendment No. 5 Closing Date, payment of the purchase price for the April 2007 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 5 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 5 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the April 2007 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 5 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the April 2007 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 5 Closing Date. (iii) When delivered by the Company on the Amendment No. 5 Closing Date, the April 2007 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery of of, and payment for for, the Firm Notes shall be made at 10:00 a.m., New York City time, on April 2, 1997, or at such other date or time as shall be agreed by the Initial Purchaser and the Company (such date and time being referred to herein as the "Closing Date"). Delivery of, and payment for, the Firm Notes and the Option Notes shall be made at the offices of Xxxxxxx Xxxxxxx & XxxxxxxxHale xxx Dorr XXX, 425 Lexington Avenue60 Sxxxx Xxxxxx, New YorkXxxxxx, New YorkXxxxxxxxxxxxx, or at xx any such other place as shall be agreed upon by the Initial Purchasers Purchaser and the Company, at 10:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) . On the Closing Date, the Company shall deliver or cause to be delivered to the Initial Purchaser certificates for the Firm Notes against payment to or upon the order of the Company of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of immediately available funds to such account or accounts as funds. On each Option Closing Date, the Company shall specify prior deliver or cause to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery be delivered to the Initial Purchasers through Purchaser certificates for the Option Notes purchased thereat against payment to or upon the order of the Company of the purchase price by wire or book-entry facilities transfer of The Depository Trust Company (the "Depositary") or otherwise of the Notesimmediately available funds. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its nominee and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasersglobal form, in each case in such denominations and registered in such names, or otherwise, as the Initial Purchasers Purchaser shall request have requested in writing not less than two full business days prior to the Closing Date. For The Company shall make the purpose of expediting certificates for the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates Notes available for inspection by the Initial Purchasers at least 24 hours Purchaser in New York, New York, not later than one full business day prior to the Closing Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the December 2006 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkXxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 4 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 4 Closing Date"”). (bii) On the Amendment No. 4 Closing Date, payment of the purchase price for the December 2006 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 4 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 4 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the December 2006 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 4 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the December 2006 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 4 Closing Date. (iii) When delivered by the Company on the Amendment No. 4 Closing Date, the December 2006 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Cahixx Xxxxxx & XxxxxxxxXeinxxx, 425 Lexington Avenue, New Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on November 2610, 1996 1997, or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of immediately available same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as CSI on behalf of the Initial Purchasers shall request have requested in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more global certificates evidencing the Notes available for inspection by the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx, 425 Lexington AvenueXxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on November 26February 17, 1996 2004 or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Closing Date"”). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of immediately available same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as JPMorgan on behalf of the Initial Purchasers shall request have requested in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more global certificates evidencing the Notes available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery Payment of the purchase price for, and payment for delivery of, the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Shearman & Xxxxxxxx, 425 Lexington AvenueSterling, New York, New York, York or at such other place as shall be agreed upon by the Initial Purchasers Company and the Companyyou, at 10:00 A.M., 9:30 a.m. (New York City time), on November 26May 19, 1996 1998 or at such other time or date, not later than five full business days thereafter, date as shall be agreed upon by the Initial Purchasers you and the Company shall determine (such date and time of payment and delivery being herein called the "Closing Date").. ------------ (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company in immediately available funds by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to you of the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of certificates evidencing the Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers you shall request in writing not less than two full business days prior to the Closing Date. The certificates evidencing the Notes shall be delivered to you on the Closing Date for the respective accounts of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment of the purchase price therefor. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by not later than 2:00 P.M. on the Initial Purchasers at least 24 hours business day prior to the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery Subject to the terms and conditions set forth herein, delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkXxxx, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in Article VI hereof (other than those conditions that by their nature are to be satisfied or waived on the Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Closing Date"”). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request have requested in writing not less than two full business days Business Days prior to the Closing DateDate (or such shorter period as the Purchasers and the Company may agree). For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more certificates evidencing the Notes available for inspection by the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date. (c) When delivered by the Company on the Closing Date, the Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery Payment of the purchase price for, and payment for delivery of certificates for, the Notes shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & XxxxxxxxBartletx, 425 Lexington Avenue000 Xxxxxxxxn Xxx., New YorkXew Xxxx, New YorkXxx Xxxx 00000, or at such other place xx xx xxxx xxxxx xxxxx as shall may be agreed upon by the Initial Purchasers Representative and the Company, at 10:00 11:00 A.M., New York City time, on November 26October o, 1996 2000 or at such other later date and time or date, not later more than five seven full business days thereafter, thereafter as shall be agreed upon by the Initial Purchasers Representative and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (ba) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of immediately available same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers Representative for the account of each Underwriter through the book-entry facilities of The Depository Trust Company (the "DepositaryDTC") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriters hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each will be represented by a permanent global note, certificate registered in the name of the Depositary or its Cede & Co., as nominee and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to the Closing Datefor DTC. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such certificates the global certificate evidencing the Notes available for inspection by the Initial Purchasers Representative, at least 24 hours prior to the Closing Date. (b) It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes that it has agreed to purchase. You may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds shall not have been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices office of Xxxxxxx Xxxxxxx Latham & XxxxxxxxWatkins LLP, 425 Lexington 885 Third Avenue, New York, New YorkYork 10022 at 9:00 X.M., or at such other place as shall Xxx Xxrk Citx xxxx, xx xxx Xxxxxxx Xxxx. Xxx xxxxx xx closing for the Notes and the Closing Date may be agreed upon varied by agreement between the Initial Purchasers and the Company. The Notes will be delivered to the Initial Purchasers, at 10:00 A.M.or the Trustee as custodian for The Depository Trust Company ("DTC"), New York City time, against payment by or on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall be agreed upon by behalf of the Initial Purchasers and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company therefor by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers through the book-entry facilities of at DTC. The Depository Trust Company Notes will be evidenced by one or more global securities in definitive form (the "DepositaryGlobal Notes") or otherwise by additional definitive securities, and will be registered, in the case of the Global Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its Cede & Co. as nominee of DTC, and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasersother cases, in each case such names and in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees The Notes to make such certificates available for inspection by be delivered to the Initial Purchasers at least 24 hours prior shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx & XxxxxxxxFreshfields Bruckhaus Deringer, 425 Lexington AvenueLondon, New York, New YorkEngland, or at such other place as shall be agreed upon by the Initial uxxx xx xhe Purchasers and the Company, at 10:00 A.M.a.m., New York City time, on November 26April 21, 1996 2004, or at such other time or date, not later than five full business days Business Days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Purchasers hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers shall request have requested in writing not less than two full business days Business Days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the The Company agrees to make such one or more certificates evidencing the Notes available for inspection by the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date. (c) On the Closing Date, the Special Share Purchaser shall purchase the Special Share for the amount of ten dollars (US$10.00), payable to the Company, and the Company shall deliver the certificate representing the Special Share to the Special Share Purchaser. (d) When delivered by the Company on the Closing Date, the Notes and the Special Share shall be fully authorized, duly and validly issued, free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents.

Delivery of and Payment for the Notes. (a) Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the Company, at 10:00 A.M., New York City time, on November 26________ __, 1996 1997 or at such other time or date, not later than five seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company (such date and time of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Notes shall be made to the Company by wire transfer of immediately available same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise Purchaser of the certificates evidencing the Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Initial Purchaser hereunder. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a in global noteform, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial Purchasers Purchaser shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers Purchaser at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the January 2008 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Rxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkKxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 7 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "“Amendment No. 7 Closing Date"”). (bii) On the Amendment No. 7 Closing Date, payment of the purchase price for the January 2008 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 7 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 7 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the January 2008 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 7 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the January 2008 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 7 Closing Date. (iii) When delivered by the Company on the Amendment No. 7 Closing Date, the January 2008 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).

Delivery of and Payment for the Notes. (a) Delivery to the Initial Purchasers of and payment for the Notes shall be made at the offices office of Xxxxxxx Xxxxxxx Xxxxxx & XxxxxxxxXxxxxxx, 425 Lexington Avenue000 Xxxxx Xxxxxx, New YorkXxx Xxxx, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the CompanyXxx Xxxx, at 10:00 9:00 A.M., New York City time, on November 26, 1996 or at such other time or date, not later than five full business days thereafter, as shall the Closing Date. The place of closing for the Notes and the Closing Date may be agreed upon varied by agreement between the Initial Purchasers and the Company (such date and time Company. The Notes will be delivered to the Initial Purchasers against payment by or on behalf of payment and delivery being herein called the "Closing Date"). (b) On the Closing Date, payment Initial Purchasers of the purchase price for the Notes shall be made to the Company therefor by wire transfer of immediately available funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers through the book-entry facilities of in immediately available funds, by causing The Depository Trust Company ("DTC") to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (the "DepositaryGlobal Notes") or otherwise and/or by additional definitive securities, and will be registered, in the case of the Global Notes. Upon delivery, the Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global note, registered in the name of the Depositary or its Cede & Co. as nominee of DTC, and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasersother cases, in each case such names and in such denominations as the Initial Purchasers shall request in writing not less than two full business days prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees The Notes to make such certificates available for inspection by be delivered to the Initial Purchasers at least 24 hours prior shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date.

Delivery of and Payment for the Notes. (ai) Delivery Subject to the terms and conditions set forth herein and in the Existing Agreement, delivery of and payment for the 2006 Notes shall be made at the offices of Xxxxxxx Xxxxxxx Wachtell, Lipton, Xxxxx & Xxxxxxxx, 425 Lexington Avenue, New York, New YorkXxxx, or at such other place as shall be agreed upon by the Initial New Purchasers and the Company, at 10:00 A.M., am (New York City time) on the first Business Day following the satisfaction or waiver of all of the conditions set forth in paragraph 6 hereof (other than those conditions that by their nature are to be satisfied or waived on the Amendment No. 3 Closing Date, on November 26but subject to the satisfaction or waiver of those conditions), 1996 or at such other time or date, not later than five full business days thereafter, and date as shall be agreed upon by the Initial New Purchasers and the Company (such date and time of payment and delivery being referred to herein called as the "Amendment No. 3 Closing Date"). (bii) On the Amendment No. 3 Closing Date, payment of the purchase price for the 2006 Notes shall be made to the Company by wire or book-entry transfer of in immediately available funds to such account or accounts as the Company shall specify prior to the Amendment No. 3 Closing Date or by such other means as the parties hereto shall agree prior to the Amendment No. 3 Closing Date against delivery to the Initial New Purchasers through the book-entry facilities of The Depository Trust Company (the "Depositary") or otherwise of the certificates evidencing the 2006 Notes. Time shall be of the essence, and delivery at the time and place specified pursuant to this Amendment No. 3 is a further condition of the obligations of the New Purchasers hereunder. Upon delivery, the 2006 Notes sold to Qualified Institutional Buyers and pursuant to Regulation S shall each be represented by a global notein definitive certificated form, registered in the name of the Depositary or its nominee such names and Notes sold to Institutional Accredited Investors shall be represented by physical Notes registered in the names requested by the Initial Purchasers, in each case in such denominations as the Initial New Purchasers shall request have requested in writing not less than two full business days prior to the Closing DateAmendment No. For the purpose of expediting the checking and packaging of certificates evidencing the Notes, the Company agrees to make such certificates available for inspection by the Initial Purchasers at least 24 hours prior to the 3 Closing Date. (iii) When delivered by the Company on the Amendment No. 3 Closing Date, the 2006 Notes shall be fully authorized, duly and validly issued, and free and clear of Liens (other than Liens specifically contemplated by the Transaction Documents).