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 Simpxxx Xxxxxxx & Xartxxxx, Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Xxxxxxx & XartxxxxXxxxxxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 9:00 A.M., New York City time, on April 4May 21, 2001, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 JPMorgan X.X. Xxxxxx Securities Inc. (“JPMSI”) on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan JPMSI on behalf of the 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 Simpxxx Xxxxxxx Xxxxxxx & XartxxxxXxxxxxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 412, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx & Xartxxxx, Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4February 17, 2001, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx & Xartxxxx, Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4March 8, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Sxxxxxx Xxxxxxx & XartxxxxBxxxxxxx LLP, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4August 1, 20012005, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Milbank, Tweed, Xxxxxx & XartxxxxXxXxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the Company, at 10:00 A.M., New York City time, on April 4July 3, 20011997, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company (such date and time of payment and delivery being 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 Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 JPMorgan on behalf of the Initial Purchasers Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers 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 Simpxxx Xxxxxxx Weil, Gotshal & XartxxxxXxxxxx LLP, Xxw YorkDallas, New York, Texas or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the CompanyIssuers, at 10:00 9:00 A.M., New York City Dallas time, on April 4June 27, 20012003, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company Issuers (such date and time of payment and delivery being referred to herein as the "Closing Date"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 JPMorgan on behalf of the Initial Purchasers Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers 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 Simpxxx Xxxxxxx & Xartxxxx, Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4June 6, 2001, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery Payment of the purchase price for, and payment for electronic delivery of, the Firm Securities shall be made at the offices of Simpxxx Xxxxxxx & XartxxxxDLA Piper LLP (US), Xxw York400 X Xxxx Xxxxxx, New YorkXxxxxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the Company, at 10:00 A.M.9:00 A.M. (Eastern time) on the second (third, New York City if the pricing occurs after 4:30 p.m. (Eastern time, ) on April 4, 2001any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or at such other time or date, not later than seven full ten business days thereafter, after such date as shall be agreed upon by the Initial Purchasers Purchaser and the Company (such time and date and time of payment and delivery being referred to herein as called “Closing Time”). In addition, in the "Closing Date"). (b) On event that any or all of the Closing DateAdditional Securities are purchased by the Initial Purchaser, payment of the purchase price for for, and electronic delivery of, such Additional Securities shall be made at the Securities above-mentioned offices, or at such other place as shall be agreed upon by the Initial Purchaser and the Company, on each Date of Delivery as specified in the notice from the Initial Purchaser to the Company. Payment shall be made to the Company by wire or book-entry transfer of same-day immediately available funds to such a bank account or accounts as designated by the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers of Purchaser for 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 account of the Initial Purchasers hereunder. Upon delivery, Purchaser of certificates for the Securities shall to be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection purchased by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Datethem.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Xxxxxx Xxxxxx & XartxxxxXxxxxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4[ ], 20011998, 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 DateCLOSING DATE"). (b) On the Closing Date, payment of the purchase price for the Securities shall be made to the Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Xxxx & XartxxxxXxxxxxxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M.a.m., New York City time, on April 4January 23, 20011998, 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 Company by wire or book-entry transfer of same-same- day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers Trustee, as custodian, 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Xxxxx, Day, Xxxxxx & XartxxxxXxxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4March 13, 20011998, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 12 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 Simpxxx Xxxxxxx & Xartxxxx, Xxw York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 9:30 A.M., New York City time, on April 4August 18, 20011998, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Xxxxxxx & XartxxxxXxxxxxxx, Xxw 425 Lexington Ave., New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers Underwriter and the Company, at 10:00 A.M., New York City time, on April 4October 17, 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 Underwriter 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers Underwriter 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 Underwriter hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Initial Purchasers Underwriter shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers Underwriter 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 Simpxxx Xxxxxxx McGuire, Woods, Battle & XartxxxxXxxxxx LLP, Xxw YorkRichmond, New YorkVirginia, or at such other place as shall be agreed upon by the Initial Purchasers Purchaser and the Company, at 10:00 A.M., New York City Richmond time, on April 4February 9, 20011998, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Initial Purchasers Purchaser and the Company (such date and time of payment and delivery being 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers Purchaser 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 Initial Purchasers Purchaser hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as JPMorgan on behalf of the Initial Purchasers Purchaser shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers Purchaser in New YorkRichmond, New York Virginia 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 Simpxxx Xxxxxxx Wachtell, Lipton, Xxxxx & XartxxxxXxxx, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M.a.m., New York City time, on April 4May 14, 20011999, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 CSI on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan CSI on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Sxxxxxx Xxxxxxx & XartxxxxBxxxxxxx LLP, Xxw New York, New York, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on April 4May 17, 20012006, 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of Simpxxx Xxxxxxx Weil, Gotshal & XartxxxxManges LLP, Xxw YorkDallas, New York, Texas or at such other place as shall be agreed upon xxxx by the Initial Purchasers and the CompanyIssuers, at 10:00 9:00 A.M., New York City Dallas time, on April 4March 30, 20012005, 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 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 Company by wire or book-entry transfer of same-day funds to such account or accounts as the Company shall specify prior to the Closing Date or by such other means as the parties hereto shall agree prior to the Closing Date against delivery to the Initial Purchasers 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 JPMorgan on behalf of the Initial Purchasers shall have requested in writing not less than two full business days prior to the Closing Date. The Company agrees Issuers agree to make one or more global certificates evidencing the Securities available for inspection by JPMorgan on behalf of the Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.