Common use of Purchase and Delivery Clause in Contracts

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement, payment for the Underwriters' Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities, registered in such names and in such denominations as the Manager shall request in writing not less than one full business day prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date of any Underwriters' Securities that are Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") evidencing the Underwriters' Securities that are Debt Securities in bearer form to a common depositary for Morgan Guaranty Trust Company of New York, Brussels office, as opexxxxx of the Euroclear System ("Euroclear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euroclear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to the common depositary for the account of the several Underwriters not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in the Underwriting Agreement. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement4, payment for the Underwriters' Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities, Securities registered in such names and in such denominations as the Manager shall request in writing not less than one full business day prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date of any Underwriters' Securities (i) that are Debt Securities in bearer form or are Units that contain Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Temporary Global Debt Security") evidencing the Underwriters' Offered Securities that are or include Debt Securities in bearer form and (ii) that are Debt Warrants in bearer form or are Units that (a) contain Debt Warrants in bearer form and (b) contain no other Debt Securities in bearer form shall be effected only by delivery of a single permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered Securities that are or include Debt Warrants in bearer form, in each case to a common depositary for Morgan Guaranty Trust Company of New YorkEuroclear Bank, Brussels officeS.A./N.V., as opexxxxx operator of the Euroclear System (the "EuroclearEuroclear Operator"), and for Centrale de Livraison de Valeurs Mobilieres S.A. Clearstream Banking, societe anonyme ("CEDELClearstream") ), for credit to the respective accounts at the Euroclear Operator or CEDEL Clearstream of each Underwriter or to such other accounts as such Underwriter may direct. Any Temporary Global Security or Global Debt Security Warrant shall be delivered to the common depositary for the account of the several Underwriters Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Temporary Global Security or Global Debt Security Warrant, as the case may be, by the method and in the form set forth in the Underwriting Agreementherein. The Company shall cause global and, if applicable, definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Temporary Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Senior Debt Indenture or the Subordinated Debt Indenture, as the case may be; provided, however, that the Temporary Global Debt Security shall be exchangeable for definitive other Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus. Debt Warrants in bearer form shall be evidenced only by a Global Debt Warrant until their expiration.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement, payment for the Underwriters' Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the time and place set forth and in the funds specified in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities, registered in such names and in such denominations as the Manager shall request in writing not less than one full business day prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date of any Underwriters' Securities that are (i) Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") evidencing the Underwriters' Offered Securities that are Debt Securities in bearer form and (ii) Debt Warrants in bearer form shall be effected only by delivery of a single permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered Securities that are Debt Warrants in bearer form, in each case to a common depositary for Morgan Guaranty Morgxx Xxxranty Trust Company of New York, Brussels office, as opexxxxx operator of the Euroclear System ("Euroclear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. Cedel Bank, societe anonyme ("CEDELCedel Bank") for credit to the respective accounts at Euroclear or CEDEL Cedel Bank of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security or Global Debt Warrant shall be delivered to the common depositary for the account of the several Underwriters Manager 2 8 not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security or Global Debt Warrant, as the case may be, by the method and in the form set forth in the Underwriting Agreement. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus. Debt Warrants in bearer form shall be evidenced only by a Global Debt Warrant until their expiration. 5. Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions: (a) Subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, (i) there shall not have occurred any downgrading, nor shall any written notice have been given of any intended or potential downgrading in the rating accorded any of the Company's securities or the Guarantor's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall have been no material adverse change (not in the ordinary course of business) in the financial condition of the Guarantor and its subsidiaries, taken as a whole, or the Company and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the Prospectus.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement4, payment for the Underwriters' Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities, Securities registered in such names and in such denominations as the Manager shall request in writing not less than one full business day prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date of any Underwriters' Securities (i) that are Debt Securities in bearer form or are Units that contain Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Temporary Global Debt Security") evidencing the Underwriters' Offered Securities that are or include Debt Securities in bearer form and (ii) that are Warrants (including Debt Warrants) in bearer form or are Units that (a) contain Warrants in bearer form and (b) contain no other Debt Securities in bearer form shall be effected only by delivery of a single permanent global Warrant (the "Global Warrant") evidencing the Offered Securities that are or include Warrants in bearer form,(4) in each case to a common depositary for Morgan Guaranty Trust Company of New YorkEuroclear Bank, Brussels officeS.A./N.V., as opexxxxx operator of the Euroclear System (the "EuroclearEuroclear Operator"), and for Centrale de Livraison de Valeurs Mobilieres S.A. Clearstream Banking, societe anonyme ("CEDELClearstream") ), for credit to the respective accounts at the Euroclear Operator or CEDEL Clearstream of each Underwriter or to such other accounts as such Underwriter may direct. Any Temporary Global Debt Security or Global Warrant shall be delivered to the common depositary for the account of the several Underwriters Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Temporary Global Debt Security or Global Warrant, as the case may be, by the method and in the form set forth in the Underwriting Agreementherein. The Company shall cause global and, if applicable, definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Temporary Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Senior Debt Indenture or the Subordinated Debt Indenture, as the case may be; provided, however, that the Temporary Global Debt Security shall be exchangeable for definitive other Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus. Warrants (including Debt Warrants) in bearer form shall be evidenced only by a Global Warrant until their expiration.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement3, payment for the Underwriters' Debt Securities shall be made by wire transfer or transfer, of immediately available funds, by certified or official bank check or checks payable the Underwriters to the order of the Company in immediately available funds Company, at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Debt Securities, registered regis- tered in such names and in such denominations as the Manager shall request in writing not less than one two full business day days prior to the date of delivery, with any transfer taxes payable in connection with the transfer sale of the Underwriters' Debt Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date of any Underwriters' Debt Securities that are Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") evidencing the Underwriters' Debt Securities that are Debt Securities in bearer form to a common depositary for Morgan Xxxxxx Guaranty Trust Company of New York, Brussels office, as opexxxxx operator of the Euroclear Euro-clear System ("EuroclearEuro-clear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euroclear Euro-clear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to the common depositary for the account of the several Underwriters Manager not later than the Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in the Underwriting Agreementherein. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement4, payment for the Underwriters' Securities shall be made by wire transfer or by certified or official bank check or checks payable to the order of the Company in immediately available New York Clearing House or similar next-day funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities, registered in such names and in such denominations as the Manager shall request in writing not less than one full business day prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the Closing Date [or Option Closing Date](7) of any Underwriters' Securities that are (i) Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") evidencing the Underwriters' Offered Securities that are Debt Securities in bearer form and (ii) Debt Warrants in bearer form shall be effected only by delivery of a single permanent global Debt Warrant (the "Global Debt Warrant") evidencing the Offered Securities that are Debt Warrants in bearer form, in each case to a common depositary for Morgan Xxxxxx Guaranty Trust Company of New York, Brussels office, as opexxxxx operator of the Euroclear Euro-clear System ("EuroclearEuro-clear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euroclear Euro-clear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security or Global Debt Warrant shall be delivered to the common depositary for the account of the several Underwriters Manager not later than the applicable Closing Date, against payment of funds to the Company in the net amount then due to the Company for such Global Debt Security or Global Debt Warrant, as the case may be, by the method and in the form set forth in the Underwriting Agreement. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the applicable date specified for such purpose in the Prospectus. Debt Warrants in bearer form shall be evidenced only by a Global Debt Warrant until their expiration. --------- (7) Include if a green shoe is to be offered to Underwriters.

Purchase and Delivery. Except as otherwise provided in this Section 4 or in the Underwriting Agreement3, payment for the Underwriters' Debt Securities shall be made by wire transfer or transfer, of immediately available funds, by certified or official bank check or checks payable the Underwriters to the order of the Company in immediately available funds Company, at the time and place set forth in the Underwriting this Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Debt Securities, registered in such names and in such denominations as the Manager shall request in writing not less than one two full business day days prior to the date of delivery, with any transfer taxes payable in connection with the transfer of the Underwriters' Securities to the Underwriters duly paid. The obligations of the Underwriters to purchase the Underwriters' Securities are several and not joint. Delivery on the applicable Closing Date of any Underwriters' Debt Securities that are Debt Securities in bearer form shall be effected by delivery of a single temporary global Debt Security without coupons (the "Global Debt Security") ), evidencing the Underwriters' Debt Securities that are Debt Securities in bearer form to a common depositary for Morgan Xxxxxx Guaranty Trust Company of New York, Brussels office, as opexxxxx operator of the Euroclear Euro-clear System ("EuroclearEuro-clear"), and for Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") for credit to the respective accounts at Euroclear Euro-clear or CEDEL of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to the common depositary for the account of the several Underwriters Manager not later than the applicable Closing Date, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in the Underwriting Agreementherein. The Company shall cause definitive Debt Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the relevant Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Debt Securities in bearer form only on or after the date specified for such purpose in the Prospectus.