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

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9, 2009 (such date and time of payment and delivery being referred to herein as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9September 11, 2009 (such date and time of payment and delivery being referred to herein as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Simpxxx Xxxxxxx & Xxxxxxxx LLPXartxxxx, New Xxw York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9May 7, 2009 1999 or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “Closing Date”"CLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Simpxxx Xxxxxxx & Xxxxxxxx LLPXartxxxx, New Xxw York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser, Merger Corp. and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9February 13, 2009 1998, or at such other time or date as shall be agreed upon by the Initial Purchaser, Merger Corp. and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 17 17 Initial Purchasers Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M.a.m., New York City time, on June 9February 13, 2009 1997, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Company (such time and date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) . On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxx & Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9the Closing Date or at such other time or date, 2009 (such date not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and time of payment and delivery being referred to herein as the “Closing Date”)Company. (b) On the Closing Date, payment of the purchase price for the The Securities shall will be made delivered to the Issuer Initial Purchasers, or the Trustee as custodian for The Depository Trust Company ("DTC"), against payment by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each on behalf of the Initial Purchasers of the certificates evidencing purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Securities. Time shall be of Securities to the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations account of the Initial Purchasers hereunderat DTC. Upon deliveryThe Securities will be evidenced by one or more global securities in definitive form (the "Global Notes") or by additional definitive securities, and will be registered, in the Securities shall be case of the Global Notes, in global formthe name of Cede & Co. as nominee of DTC, registered and in the other cases, in such names and in such denominations as the Representatives Initial Purchasers shall have requested in writing not less than two full business days request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date. The Issuer agrees Securities to make one or more global certificates evidencing be delivered to the Securities Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection by the Representatives in New Yorkand packaging not later than 9:30 A.M., New York at least 24 hours prior to City time, on the business day next preceding the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoorx ("XS&M"), New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9November 24, 2009 1998, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the SecuritiesNotes. 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 Purchaser hereunder. Upon delivery, the Securities Notes shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities Notes available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoorx ("XSM"), New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9July 1 1997, 2009 or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the SecuritiesNotes. 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 Purchaser hereunder. Upon delivery, the Securities Notes shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities Notes available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Milbank, Tweed, Hadlxx & Xxxxxxxx LLPXcClxx XXX, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representatives and the IssuerCompany, at 10:00 A.M., New York City time, on June 9February 22, 2009 2000, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Latham & Xxxxxxxx LLPWatkins, New York, New York, or at such other place as shall be agreed upon shalx xx xgrexx xxxx by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Underwriters and the IssuerCompany, at 10:00 A.M., New York City time, on June 9September 20, 2009 2000, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representatives and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day immediately available funds to such an account or accounts as the Issuer shall specify prior at a bank acceptable to the Closing Date Salomon Smith Barney Inc. ("SSB"), or by such other means as the parties hereto shall parxxxx xxxxxx xhall agree prior to the Closing Date Date, against delivery to the Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as SSB on behalf of the Representatives Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by SSB on behalf of the Representatives Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Sidley Xxxxxx Xxxxx & Xxxxxxxx Xxxx LLP, 787 Seventh Ave., New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 8, 2009 2004, or at such other time or date, not later than 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 as the “Closing Date”"CLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as Guggenheim on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by Guggenheim on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Latham & Xxxxxxxx LLPWatkins, 885 Third Avenue, New York, New YorkYork 10022, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers xxxx othxx xxxxe xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxxxives and the IssuerCompany, at 10:00 A.M., New York City time, on June 912, 2009 2001, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representatives and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day immediately available funds to such an account or accounts as the Issuer shall specify prior at a bank acceptable to the Closing Date Salomon Smith Barney Inc. ("SSB"), or by such other means as the parties xx xxx xxxxxxs hereto shall agree prior to the Closing Date Date, against delivery to the Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the SecuritiesSecurities to be purchased. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as SSB on behalf of the Representatives on behalf of the Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by SSB on behalf of the Representatives on behalf of the Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9March 5, 2009 1999, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9February 2, 2009 1999, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Issuer (such date and time of payment and delivery being referred to herein as the “Closing Date”"CLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M.a.m., New York City time, on June 9July 14, 2009 2000, or at such other time or date, not later than 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 as the “"Closing Date”").. ------------- (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and ------------------------------------------ payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 30, 2009 1998, or at such other time or date, not later than 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 as the “"Closing Date”").. ------------ (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M.a.m., New York City time, on June 9April 23, 2009 1999, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMooxx, New Xew York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9August 23, 2009 2001, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx LeBoeuf, Lamb, Greexx & Xxxxxxxx LLPXacRxx, New York, New YorkX.L.P., or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representatives and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9__________ __, 2009 199 , or at such other date or time, not later than seven full business days thereafter, as shall be agreed upon by the Representatives and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) . On the Closing Date, the Company shall deliver or cause to be delivered to the Representatives for the account of each Underwriter through the book-entry facilities of The Depository Trust Company ("DTC") certificates for the Securities against payment of the purchase price for to or upon the Securities shall be made to order of the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the SecuritiesDate. 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 obligation of the Initial Purchasers each Underwriter hereunder. Upon delivery, the The Securities shall so to be in delivered will be represented by one or more permanent global form, certificates registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Datename of DTC or its nominee. The Issuer Company agrees to make one such certificate or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York York, at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx LLPBartlett, New York, New York, or at such other place as shall be agreed upon by you as ax xxxxx xx xxxxed xxxx xx the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the Issuer, at 10:00 A.M., New York City time, on June 9[__], 2009 2002, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 RepresentativesRepresentative, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and ------------------------------------------ payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Underwriters and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9, 2009 1997, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Underwriters and the Company (such date and time of payment and delivery being referred to herein as the “"Closing ------- Date”").. ---- (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of (same-day funds funds) to such account or accounts as specified by the Issuer shall specify prior to the Closing Date Company, or by such other means as the parties hereto shall agree prior to the Closing Date Date, against delivery to the Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing evi- dencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9January 23, 2009 2003 or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx LLPBartlett, New York, New York, or at such other place as shall be agreed upon by you as ax xxxxx xx xxxxed xxxx xx the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the Issuer, at 10:00 A.M., New York City time, on June 9November [ ], 2009 2002, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 RepresentativesRepresentative, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York000 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, XX, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the IssuerCompany, at 10:00 A.M., New York City time, on June 9October __, 2009 1997, or at such other date or time, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) . The Securities to be purchased by each Underwriter hereunder shall be represented by one or more global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. On the Closing Date, payment of the purchase price for Company shall deliver or cause to be delivered the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, Representative for the account of each Underwriter against payment to or upon the order of the Initial Purchasers Company of the certificates evidencing purchase price by wire transfer payable in Federal (same day) funds by causing The Depository Trust Company to credit the SecuritiesSecurities to the account of the Representative at The Depository Trust Company. 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 obligation of the Initial Purchasers each Underwriter hereunder. Upon delivery, The Company shall make the certificates representing the Securities shall be available for inspection by the Representative and for delivery to The Depository Trust Company or its designated custodian in global formNew York, registered in such names and in such denominations as the Representatives shall have requested in writing New York, not less later than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoore, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of upox xx the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9February 14, 2009 2002 or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 15, 2009 2003, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Gardxxx, Xxrton & Xxxxxxxx LLPDougxxx, New York001 Xxxxx Xxxxx Xxxxxx, New YorkChicago, Illinois 60610, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9July 25, 2009 2000, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CMIL on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees Company and the Guarantors agree to make one or more global certificates evidencing the Securities available for inspection by CMIL on behalf of the Representatives in New York, New York Initial Purchasers at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoorx, Xxrldwide Plaza, 825 Eighth Avenue, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerIssuers, at 10:00 A.M.a.m., New York City time, on June 9September 4, 2009 1997, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Issuers (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Issuers by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer SFG 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Each of the Issuers agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Simpxxx Xxxxxxx & Xxxxxxxx LLPXartxxxx, New Xxw York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9May 14, 2009 1998, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, contain the legends required by the Indenture and be registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9October 23, 2009 2001 or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates certificate(s) evidencing the Securities. Time shall be of the essence, and delivery by the Company at the time and place specified pursuant to this Agreement is a further condition of the obligations of the each Initial Purchasers Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as JPMSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMSI on behalf of the Representatives Initial Purchasers in New York, New York City at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Latham & Xxxxxxxx LLPWatkins, New York, New York, or at such other place as shall be agreed upon shaxx xx agrxxx xxxn by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Underwriters and the IssuerCompany, at 10:00 A.M., New York City time, on June 9November 16, 2009 1999, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representatives and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day immediately available funds to such an account or accounts as the Issuer shall specify prior at a bank acceptable to the Closing Date Credit Suisse First Boston Corporation ("CSFBC"), or by such other means as the parties hereto shall agree prior to the Closing Date Date, against delivery to the Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as CSFBC on behalf of the Representatives Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSFBC on behalf of the Representatives Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Milbank, Tweed, Xxxxxx & Xxxxxxxx LLPXxXxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 15, 2009 1998, or at such other time or date, not later than 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 as the “Closing Date”"CLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx ("CS&M"), New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M.a.m., New York City time, on June 9February 12, 2009 1998, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Sidley Austin Brown & Xxxxxxxx LLPWood llp, 787 Seventh Avenue, New York, New York, or at such other place xx xxxx xxxer xxxxe as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers sxxxx xx xxxxxx xxxx xx xxx Xxxxxxx Xurchaser and the IssuerCompany (the "Closing Location"), at 10:00 A.M., New York City time, on June 9October 28, 2009 2004, or at such other time or date as shall be agreed upon by the Initial Purchaser and the Company (such date of payment and delivery being herein referred to as the "Closing Date" and such time of payment and delivery being referred to herein as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer shall specify prior to on the Closing Date or by such other means being herein referred to as the parties hereto shall agree prior to "Closing Time"). A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding the Closing Date against delivery to (or at such other location, time or date as shall be agreed upon by the RepresentativesInitial Purchaser and the Company), for at which meeting the account of each final drafts of the Initial Purchasers of the certificates evidencing the Securities. Time shall Transaction Documents and other documents to be of the essence, and delivery at the time and place specified delivered pursuant to this Agreement is a further condition of the obligations of the Initial Purchasers hereunder. Upon delivery, the Securities shall Section 6 hereof will be in global form, registered in such names and in such denominations as the Representatives shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection review by the Representatives parties hereto. For the purposes of this Section 4(a), "New York Business Day" shall mean each day other than a Saturday, Sunday or other day on which banking institutions in New York, New York at least 24 hours prior are generally authorized or obligated by law or executive order to the Closing Dateclose.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Simpxxx Xxxxxxx & Xxxxxxxx LLPXartxxxx, New York005 Xxxxxxxxx Xxxxxx, New YorkXxx Xxxx, or Xxx Xxxx, 00000 xx at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9March 24, 2009 1997, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerIssuers, at 10:00 A.M., New York City time, on June 95, 2009 1998, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Issuers (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Issuers by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer Issuers 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoorx ("XS&M"), New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9December 19, 2009 1997, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial 16 Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, 825 Eighth Avenue, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9November 22, 2009 2000, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Old SAC and the Issuer agrees agree to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Latham & Xxxxxxxx LLPWatkins, 885 Third Avenue, New York, New YorkYork 10022, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers xx xxxh oxxxx xxacx xx xxxxx xx xxxxxx xxxx xx xxx Xxxxxxxxxative and the IssuerCompany, at 10:00 A.M., New York City time, on June 9October 25, 2009 2001, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day immediately available funds to such an account or accounts as the Issuer shall specify prior at a bank acceptable to the Closing Date Credit Suisse First Boston Corporation ("CSFB"), or by such other means as the parties hereto shall agree prior to the Closing Date Date, against delivery to the Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the SecuritiesSecurities to be purchased. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative on behalf of the Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative on behalf of the Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cahixx Xxxxxx & Xxxxxxxx LLPXeinxxx, New Xxw York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 25, 2009 2001, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Weil, Gotshal & Xxxxxxxx Mxxxxx LLP, New YorkDallas, New York, Texas or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 9:00 A.M., New York City Dallas time, on June 9October 17, 2009 2005, or at such other time or date, not later than 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 as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 each Initial Purchasers Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and ---- ------------------------------------------ payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, New York, New York, York or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Underwriters and the IssuerCompany, at 10:00 9:00 A.M., New York City time, on June 9March 4, 2009 1999, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Underwriters and the Company (such date and time of payment and delivery being referred to herein as the “"Closing ------- Date”").. ---- (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Underwriters shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Underwriters in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPXxxxxxxx, New YorkLondon, New YorkEngland, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City London time, on June 9July 20, 2009 2001, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “Closing Date”"CLOSING DATE"). (b) 1. On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds in Euro to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchasers in New YorkLondon, New York England at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cleary, Gottlieb, Xxxxx & Xxxxxxxx LLPXxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerIssuers prior to the date hereof, at 10:00 A.M., New York City time, on June 9the date hereof or at such other time or date not later than seven full business days after the date hereof, 2009 as shall be agreed upon by the Initial Purchasers and the Issuers (such date and time of payment and delivery being referred to herein as the “Closing Date”"Closing"). (b) On the Closing Datedate hereof, payment of the purchase price for the Securities shall be made to the Issuer Issuers by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer Issuers shall specify prior to the Closing Date date hereof or by such other means as the parties hereto shall agree prior to the Closing Date date hereof against delivery to the Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Datedate hereof.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9March 5, 2009 1998, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchaser and the Company (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers Purchaser of the certificates evidencing the Securities. 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPMoorx ("XSM"), New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9April 30, 2009 1997, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the SecuritiesNotes. 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 Securities Notes shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities Notes available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx Bartlett LLP, New York, New York, or at such other place as shall xxxxx xx xxxxx be agreed xxxxxx upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the Issuer, at 10:00 A.M., New York City time, on June 9[ ],2003, 2009 or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 RepresentativesRepresentative, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the Issuer, at 10:00 A.M., New York City time, on June 9November [ ], 2009 2003, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 RepresentativesRepresentative, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx LLPBartlett, New York, New York, or at such other place as shall be agreed upon pxxxx xx xxxxx xe axxxxx xxon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9July 20, 2009 1998, or at such other time or date, not later than 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 as the “Closing Date”"CLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Simpson Thacher & Xxxxxxxx LLPBartlett, New York, New York, or at such other place as shall be agreed othex xxxxx xx xxxxl bx xxxxxx upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Representative and the Issuer, at 10:00 A.M., New York City time, on June 9August __, 2009 2001, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Representative and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 RepresentativesRepresentative, for the account of each of the Initial Purchasers Underwriters of the certificates evidencing the Securities. 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 Underwriters hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Representative shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives Representative in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLPDebevoise and Xxxxxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 911, 2009 2001, or at such other time or date, not later than 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 as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours no later than 1 P.M. on the day prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, New YorkXxxx Xxxxx Xxxxxx, New YorkXxx Xxxx, Xxx Xxxx, 00000 or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers Purchaser and the IssuerCo-Issuers, at 10:00 A.M., New York City time, on June 9November 29, 2009 2007 or at such other time or date as shall be agreed upon by the Initial Purchaser and the Co-Issuers (such date and time of payment and delivery being referred to herein as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Co-Issuers by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer Co-Issuers 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 Representatives, for the account of each Initial Purchaser of the Initial Purchasers Securities through the facilities of the certificates evidencing the SecuritiesThe Depository Trust Company (“DTC”). Time shall be of the essence, essence and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations obligation of the Initial Purchasers Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Initial Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by the Representatives in New York, New York at least 24 hours prior to the Closing Daterequested.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Xxxxxxx Cravath, Swaine & Xxxxxxxx LLPXxxxx, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the Issuer, at 10:00 A.M., New York City time, on June 9March 4, 2009 1999, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers and the Issuer (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as CSI on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer agrees to make one or more global certificates evidencing the Securities available for inspection by CSI on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices office of Xxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx Xxxx LLP, New York000 Xxxxx Xxxxxx, New YorkXxx Xxxx, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerXxx Xxxx 00000, at 10:00 A.M., New York City time, on June 9, 2009 (the third full business day following the date of this Agreement or at such other date or place as shall be determined by agreement between the Underwriter and the Company. This date and time of payment and delivery being are sometimes referred to herein as the “Closing "Delivery Date”). (b) " On the Closing Delivery Date, the Company shall deliver or cause to be delivered to the Underwriter the Securities, in the form of one or more permanent global notes in definitive form (the "Global Securities") deposited with the Trustee as custodian for the Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment to or upon the order of the Company of the purchase price for the Securities shall be made to the Issuer by certified or official bank check or checks payable in or wire or book-entry transfer of Federal (same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securitiesday) funds. 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 obligation of the Initial Purchasers Underwriter hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Underwriter shall have requested request in writing not less than two full business days prior to the Closing Delivery Date. The Issuer agrees to For the purpose of expediting the checking and packaging of the Global Securities, the Company shall make one or more global certificates evidencing the Global Securities available for inspection by the Representatives Underwriter in New York, New York, not later than 2:00 P.M., New York at least 24 hours City time, on the business day prior to the Closing Delivery Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Xxxxxxx Sxxxxxx Xxxxxxx & Xxxxxxxx Bxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of the Initial Purchasers and the IssuerCompany, at 10:00 A.M., New York City time, on June 9September 27, 2009 2005, or at such other time or date, not later than 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 as the “Closing Date”). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Issuer Company by wire or book-entry transfer of same-day funds to such account or accounts as the Issuer 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 Representatives, for the account of each of the Initial Purchasers of the certificates evidencing the Securities. 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 Securities shall be in global form, registered in such names and in such denominations as Goldman on behalf of the Representatives Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Issuer Company agrees to make one or more global certificates evidencing the Securities available for inspection by Goldman on behalf of the Representatives Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.