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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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.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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLP, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇M▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ 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 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 office of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 (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 Cravath, Swaine & Moor▇ ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPSM"), 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 Cravath, Swaine & Moor▇ ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPSM"), 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇▇▇ 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 Purchaser and the IssuerIssuers, at 10:00 9:00 A.M., New York City Dallas time, on June 927, 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 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 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 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 ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ 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 9May 17, 2009 2006, 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 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 office of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 (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 CSFB 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, payment of the purchase price for the Securities Company shall deliver or cause to be made delivered 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, Representatives for the account of each 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 Initial Purchasers Company of the certificates evidencing the Securitiespurchase price by certified or official bank check or checks payable in or wire transfer of Federal (same-day) 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 each Underwriter hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives 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 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 ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ 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 9August 1, 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 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 Milbank, Tweed, Hadl▇▇ & ▇▇▇▇cCl▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 9May 21, 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 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 ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 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 Latham & Watkins, 885 Third Avenue, New York, New York 10022, or ▇▇ ▇▇▇h o▇▇▇▇ ▇▇ac▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇ative 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ 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.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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.a.m., New York City time, on June 9January 23, 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 RepresentativesTrustee, for the account of each of the Initial Purchasers 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 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 ▇▇▇▇▇▇▇ ▇Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ 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 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 of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 4, 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 Latham & Watkins, 885 Third Avenue, New York, New York 10022, or at ▇▇▇▇ oth▇▇ ▇▇▇▇e ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ives 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 ▇▇ ▇▇▇ ▇▇▇▇▇▇s 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP▇, 425 Lexington 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 Underwriter and the IssuerCompany, at 10:00 A.M., New York City time, on June 9October 17, 2009 2001, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the 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 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 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 the Representatives Underwriter 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 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 Cravath, Swaine & Moor▇ ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPS&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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ 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 IssuerIssuers, at 10:00 A.M.9:00 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 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-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 the 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 9February 17, 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, 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 Cravath, Swaine & Moor▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPrldwide 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 9March 8, 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 96, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 9April 12, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Simpson Thacher & ▇▇▇▇▇▇▇▇ Bartlett 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 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 ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 the Notes and payment for the Securities Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇▇▇▇ LLPshington, New York, New YorkD.C., 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 9October 17, 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 Issuers (such date and time of payment and delivery being referred to herein as the “"Closing Date”"). The Initial Purchasers and the Issuers have determined that is it not feasible to close at an earlier 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 immediately available 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 sold to Qualified Institutional Buyers and pursuant to Regulation S shall be in global form, registered in such names the name of DTC (as hereinafter defined) or its nominee 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 or Washington, D.C. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 Purchaser and the IssuerCompany, at 10:00 A.M., New York City time, on June 9July 3, 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇▇▇ Manges 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 IssuerIssuers, at 10:00 9:00 A.M., New York City Dallas time, on June 9March 30, 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 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 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 agrees Issuers agree 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 the Notes and payment for the Securities Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇, ▇▇▇▇▇ LLPshington, New York, New YorkD.C., 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 IssuerIssuers, at 10:00 A.M., New York City time, on June 9May __, 2009 1998, 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 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 immediately available 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 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 the name of DTC (as hereinafter defined) or its nominee 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 or Washington, D.C. 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 9May 31, 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”"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 in U.S. dollars 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 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 Cravath, Swaine & Moor▇ ("▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPS&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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ LLPMoore, New York, New York, or at such other place as shall be agreed upon by you as the representatives (collectively, the “Representatives”) of upo▇ ▇▇ 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 ▇▇▇▇▇▇▇ , Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 9March 18, 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, 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 Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ 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 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 office of Lath▇▇ & ▇atk▇▇▇, ▇▇5 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ 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 ▇▇ 9:00 A.M., New York City time, on June 9November 12, 2009 (1997, or at such other date or place as shall be determined by agreement between the Initial Purchaser and the Company. This date and time of payment and delivery being are sometimes referred to herein as the “"Closing Date”). (b) " On the Closing Date, the Issuers shall deliver or cause to be delivered the Securities to the Initial Purchaser for the account of the Initial Purchaser against payment to or upon the order of the Company of the purchase price for the Securities shall be made to the Issuer by wire or book-entry transfer of in 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 Purchaser hereunder. Upon delivery, the Securities shall be in global form, definitive fully registered form and registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"), or such other name or names and in such denominations as the Representatives Initial Purchaser shall have requested request in writing not less than two full one business days day prior to the Closing Date. The Issuer agrees to For the purpose of expediting the checking and packaging of the Securities, the Issuers shall make one or more global certificates evidencing the Securities available for inspection by the Representatives Initial Purchaser 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 Date.

Delivery of and Payment for the Securities. (a) Delivery of and payment for the Securities shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Debevoise and ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 ▇'▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and Karabell, 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 9May 11, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Simpson Thacher & ▇▇▇▇▇▇▇▇ LLPBartlett, New York, New York, or at such other place as shall be agreed upon by you as a▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ed ▇▇▇▇ ▇▇ 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 office of ▇▇Simpson Thacher & Bartlett LLP, at 10:00 a.m. (New York City time) on th▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇sin▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York, New Yorkfollowing the date of this Agreement, or at such other date or place as shall be agreed upon determined by you as agreement between the representatives (collectively, the “Representatives”) of the Initial Purchasers Underwriters and the Issuer, at 10:00 A.M., New York City time, on June 9, 2009 Company (such date and time of delivery of payment and delivery being referred to herein as for the “Closing Date”Securities, the "DELIVERY DATE"). (b) . On the Closing Delivery Date, payment of the purchase price for Company shall deliver or cause to be delivered certificates representing 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, Underwriters for the account of each Underwriter against payment to or upon the order of the Initial Purchasers Company of the certificates evidencing the Securitiespurchase price by wire transfer in immediately available 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 each Underwriter hereunder. Upon delivery, the Securities shall be in global form, registered in such names and in such denominations as the Representatives Lead Underwriters shall have requested request in writing not less than two full business days prior to the Closing Delivery Date. The Issuer agrees to make Company will deliver, against payment of the purchase price, the Securities in the form of one or more permanent global certificates evidencing (the "GLOBAL SECURITIES"), registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The Global Securities available will be made available, at the request of the Underwriters, for inspection by the Representatives in New York, New York checking at least 24 hours 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇LeBoeuf, Lamb, Gree▇▇ & ▇acR▇▇, ▇▇▇▇▇ LLP, New York, New York.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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Simpson Thacher & ▇▇▇▇▇▇▇▇ LLPBartlett, New York, New York, or at such other place as shall be agreed othe▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇l b▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇Cahi▇▇ ▇▇▇▇▇▇▇ & ▇ein▇▇▇, ▇▇▇▇ LLP, New w 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latham & ▇▇▇▇▇▇▇▇ LLPWatkins, New York, New York, or at such other place as shall be agreed upon sha▇▇ ▇▇ agr▇▇▇ ▇▇▇n 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Flattau & ▇▇▇▇▇▇▇▇ Klimpl, 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 Purchaser and the IssuerIssuers, at 10:00 A.M., New York City time, on June 9May 1, 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 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 Holdings and the Issuer Company, as applicable, by wire or book-entry transfer of same-day funds to such account or accounts as Holdings and 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Cravath, Swaine & ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇▇ ▇▇▇▇▇▇, New York▇▇▇ ▇▇▇▇, New York▇▇▇▇▇, or at such other place as shall be agreed upon by you as the representatives (collectivelyJoint Lead Managers, the “Representatives”) on behalf of the Initial Purchasers Underwriters, and the IssuerCompany, at 10:00 A.M.a.m., New York City time, on June 9[ ] [ ], 2009 2003, or at such other time or date, not later than seven full business days thereafter, as shall be agreed upon by the Joint Lead Managers 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 shall specify prior to the Closing Date immediately available funds, 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 the Representatives Joint Lead Managers 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 Joint Lead Managers 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 Cravath, Swaine & Moo▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New ew 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 ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇▇ LLP, New w 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 9:30 A.M., New York City time, on June 9August 18, 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, 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 9April [ ], 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-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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Latham & ▇▇▇▇▇▇▇▇ LLPWatkins, New York, New York, or at such other place as shall be agreed upon shal▇ ▇▇ ▇gre▇▇ ▇▇▇▇ 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 par▇▇▇▇ ▇▇▇▇▇▇ ▇hall 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.