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

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of the Notes shall be made at 9:00 a.m., Chicago time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement (the "Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company. The place of closing and the Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to the Underwriters in definitive form for inspection and packaging not later than 11:00 a.m., Chicago time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriters.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of and payment for the Firm Notes shall be made at 9:00 a.m.the office of Xxxxx Xxxx & Xxxxxxxx LLP, Chicago at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the ActJanuary 18, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement (the "Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company2017. The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters Representatives and the Company. The initial public offering price time and date of such payment for such payment for the Firm Notes is referred to herein as the “Initial Closing Date.” Payment for any Additional Notes shall be a fixed price made to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters Company against delivery of such Additional Notes for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close respective accounts of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters at 10:00 A.M., New York City time, on the Option Closing Date. The Notes will be delivered to the Underwriters, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes shall have each been determined to the account of the Underwriters at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and set forth will be registered, in the Pricing Agreementcase of the Global Notes, dated in the date hereofname of Cede & Co. as nominee of DTC, and an amendment to in the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered other cases, in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m.10:00 A.M., Chicago New York City time, on the second full business day preceding the Initial Closing Date or the Option Closing Date, as the case may be. The Notes to be delivered to the Underwriters shall be made available to the Underwriters in definitive form New York City for inspection and packaging not later than 11:00 a.m.1:00 P.M., Chicago New York City time, on the business day next immediately preceding the Initial Closing Date. The Notes shall be delivered to Date or the Underwriters on the Option Closing Date, with as the case may be. The Initial Closing Date and any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds Option Stock Closing Date are sometimes each referred to the Company, subject to change by written agreement of the Company and the Underwritersas a “Closing Date”.

Delivery of the Notes and Payment Therefor. (a) Delivery to At 11:00 A.M., New York City time, on August 5, 2004, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by EdLinc, SLFC, the Transferor II and the Underwriters (the “Closing Date”), EdLinc will deliver to DTC, for the account of the Underwriters, the Notes in definitive form bearing CUSIP numbers, duly executed and authenticated, together with the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the purchase price of the Notes as set forth in Section 1 hereof in immediately available funds to the account of EdLinc and EdLinc shall pay to Underwriters’ counsel, on behalf of the Underwriters, the fees of Underwriters’ counsel as set forth in Section 1 hereof in immediately available funds to the account of Xxxxx & Xxxxxxx LLP. The expenses of Underwriters’ counsel shall be paid by Edlinc, on behalf of the Underwriters, following the closing upon submission of an invoice by Underwriter’s counsel. Delivery of the Notes and payment as aforesaid shall be made at 9:00 a.m.such location in New York, Chicago time, on New York as shall be requested by the fourth business day (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date Representative. Delivery of the Pricing Agreement (the "Closing Date") against payment therefor other documents shall be at the offices of XxXxxxxxx, Will Xxxxxx & XxxxxWhitney LLP, 000 Xxxx Xxxxxx, Xxxxxxx00xx Xxxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000, or through -0000. This payment and delivery is herein called the facilities of The Depository Trust Company. The place of closing and the Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date“Closing”. The Notes delivered at the Closing shall be made available to the Underwriters in definitive form Trustee for inspection and packaging not later than 11:00 a.m.the benefit of the Underwriters, Chicago timeto facilitate a “Fast” closing through DTC, on the at least one business day next preceding prior to the date of the Closing Datefor purposes of inspection. The Notes shall be prepared and delivered to as fully registered notes in authorized denominations and registered in such manner as the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the UnderwritersRepresentative shall have requested.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of the Notes and payment therefor shall be made at 9:00 the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX at 10:00 a.m., Chicago New York, New York time, on April 20, 2021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the fourth second business day thereafter as the Representative shall designate by notice to the Company (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the time and date of such closing are called the Pricing Agreement (the "“Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Underwriters Representative and the Company. (b) If . The Company hereby acknowledges that circumstances under which the Underwriters and Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company have elected or the Representative to enter into recirculate to the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid public copies of an amended or supplemented Prospectus or a delay as contemplated by the several Underwriters provisions of Section 13 hereof. Payment for the Notes shall be an amount equal made to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to the Underwriters in definitive form for inspection and packaging not later than 11:00 a.m., Chicago time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account specified by the Company against delivery to the Representatives for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, subject to change by written agreement for its own account and for the accounts of the Company several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for the Notes, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually and not as the representative of the Underwriters, may, but shall not be obligated to, make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Notes and Payment Therefor. (a) Delivery to of and payment for the Underwriters of the Firm Notes shall be made at 9:00 a.m.the office of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Chicago timeProfessional Corporation, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000, at 10:00 A.M., New York City Time, on the fourth business day Closing Date (or such date and time of delivery and payment for the third business day if required under Rule 15c6-1 under Firm Notes being called the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement (the "“First Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters Initial Purchasers and the Company. The initial public offering Notes will be delivered to the Initial Purchasers, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price for therefor by wire transfer in immediately available funds to an account designated by the Company, by causing DTC to credit the Notes shall be a fixed price to be determined by agreement between the Underwriters and respective accounts of the CompanyInitial Purchasers at DTC. The interest rate, Notes will be evidenced by one or more global securities in definitive form (the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l“Global Notes”) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations the name of Cede & Co. as nominee of DTC. A facsimile copy of the Underwriters shall request prior Notes to 11:00 a.m., Chicago time, on be delivered to the second full business day preceding the Closing Date. The Notes Initial Purchasers shall be made available to the Underwriters in definitive form Initial Purchasers for inspection and packaging not later than 11:00 a.m.3:00 P.M., Chicago New York City time, on the business day next preceding the Closing Date. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to each of the Initial Purchasers to purchase for the purpose of covering over-allotments, severally and not jointly, at the purchase price equal to 97.50% of the principal amount thereof that portion of the aggregate principal amount of Optional Notes as to which such Option shall have been exercised (to be adjusted by the Initial Purchasers so as to eliminate fractional Notes) determined by multiplying such aggregate principal amount of Optional Notes by a fraction, the numerator of which is the maximum principal amount of Firm Notes which such Initial Purchaser is entitled to purchase as set forth opposite the name of such Initial Purchaser in Schedule I hereto and the denominator of which is the maximum principal amount of Firm Notes which all of the Initial Purchasers are entitled to purchase hereunder. The maximum aggregate principal amount of Optional Notes which all of the Initial Purchasers are entitled to purchase hereunder is $50,000,000. At any time on or before the thirtieth day after the date of this Agreement (but not more than once), the Option may be exercised by written notice being given to the Company by the Initial Purchasers. Such notice shall set forth the aggregate principal amount of Optional Notes as to which the Option is being exercised, the names in which the Optional Notes are to be registered, the denominations in which the Optional Notes are to be issued and the date and time, as determined by the Initial Purchasers, when the Optional Notes are to be issued. The date of delivery of and payment for the Optional Notes, being hereafter referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Initial Purchasers but shall not be earlier than two full business days or later than five full business days after written notice of the election to purchase the Optional Notes is given. Delivery of the Optional Notes shall be delivered made to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, Initial Purchasers for the respective accounts account of the several Underwriters, Initial Purchasers against payment by the Initial Purchasers of the purchase price therefor thereof to or upon the order of the Company by wire transfer of or transfers in immediately available funds to an account designated by the Company, subject to change by written agreement of the Company and the Underwriters.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of the Notes and payment therefor shall be made at 9:00 the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., Chicago New York, New York time, on January 25, 2022, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the fourth second business day thereafter as the Representative shall designate by notice to the Company (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the time and date of such closing are called the Pricing Agreement (the "“Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Underwriters Representative and the Company. (b) If . The Company hereby acknowledges that circumstances under which the Underwriters and Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company have elected or the Representative to enter into recirculate to the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid public copies of an amended or supplemented Prospectus or a delay as contemplated by the several Underwriters provisions of Section 13 hereof. Payment for the Notes shall be an amount equal made to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to the Underwriters in definitive form for inspection and packaging not later than 11:00 a.m., Chicago time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account specified by the Company against delivery to the Representatives for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, subject to change by written agreement for its own account and for the accounts of the Company several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for the Notes, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually and not as the representative of the Underwriters, may, but shall not be obligated to, make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of the Notes shall be made at 9:00 a.m.At 11:00 A.M., Chicago New York City time, on the fourth June 21, 2005, or at such other time or on such earlier or later business day (or as shall have been mutually agreed upon by EdLinc, SLFC, the third business day if required under Rule 15c6-1 under Transferor, the Act, or unless postponed in accordance with Transferor II and the provisions of Section 9(b) hereof) following the date of the Pricing Agreement Underwriters (the "Closing Date") against ), EdLinc will deliver to DTC, for the account of the Underwriters, the Notes in definitive form bearing CUSIP numbers, duly executed and authenticated, together with the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the purchase price of the Notes as set forth in Section 1 hereof in immediately available funds to the account of EdLinc and EdLinc shall pay to Underwriters' counsel, on behalf of the Underwriters, the fees of Underwriters' counsel as set forth in Section 1 hereof in immediately available funds to the account of Xxxxx & Xxxxxxx LLP. The expenses of Underwriters' counsel shall be paid by Xxxxxx, on behalf of the Underwriters, following the closing upon submission of an invoice by Underwriter's counsel. Delivery of the Notes and payment therefor as aforesaid shall be made at such location in New York, New York as shall be requested by the Representative. Delivery of the other documents shall be at the offices of XxXxxxxxxXxxxxx & Xxxxxxx LLP, Will & Xxxxx, 000 Xxxx 00 Xxxxx Xxxxx Xxxxxx, XxxxxxxXxxxx 0000, Xxxxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000, or through -0000. This payment and delivery is herein called the facilities of The Depository Trust Company. The place of closing and the Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date"Closing". The Notes delivered at the Closing shall be made available to the Underwriters in definitive form Trustee for inspection and packaging not later than 11:00 a.m.the benefit of the Underwriters, Chicago timeto facilitate a "Fast" closing through DTC, on the at least one business day next preceding prior to the date of the Closing Datefor purposes of inspection. The Notes shall be prepared and delivered to as fully registered notes in authorized denominations and registered in such manner as the Representative shall have requested. EdLinc, SLFC, the Transferor, and the Transferor II represent and warrant to, and agree with, the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriters.that:

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters ------------------------------------------ Initial Purchaser of and payment for the Firm Notes shall be made at 9:00 a.m.the office of Xxxxx Xxxxxx Inc., Chicago 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the ActSeptember 10, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement 1997 (the "Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Underwriters Initial Purchaser and the Company. . Delivery to the Initial Purchaser of and payment for any Additional Notes to be purchased by the Initial Purchaser shall be made at the aforementioned office of Xxxxx Xxxxxx Inc. at such time on such date (b) If the Underwriters "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from the Initial Purchaser to the Company of the Initial Purchaser's determination to purchase the principal amount of Additional Notes specified in such notice. The place of closing for any Additional Notes and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to Option Closing Date for such Additional Notes may be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined varied by agreement between the Underwriters Initial Purchaser and the Company. The initial public offering Firm Notes and any Additional Notes which the Initial Purchaser may elect to purchase will be delivered to the Initial Purchaser against payment of the purchase price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Companytherefor in immediately available funds. The interest rateNotes will be evidenced by a single global security in definitive form (the "Global Debenture") and/or by additional definitive securities, the initial public offering price and the price to will be paid by the Underwriters for the Notes when so determined shall be set forth registered, in the Pricing Agreement. If such prices shall not have been agreed upon and case of the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this AgreementGlobal Debenture, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereofname of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and an amendment to in the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered other cases, in such names and in such authorized denominations as the Underwriters Initial Purchaser shall request prior to 11:00 a.m.9:30 A. M., Chicago New York City time, on the second full business day preceding the Closing Date or any Option Closing Date, as the case may be. The Notes to be delivered to the Initial Purchaser shall be made available to the Underwriters Initial Purchaser in definitive form New York City for inspection and packaging not later than 11:00 a.m.9:30 A.M., Chicago New York City time, on the business day next preceding the Closing Date. The Notes shall be delivered to Date or the Underwriters on the Option Closing Date, with any transfer taxes thereon duly paid by as the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriterscase may be.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of the Notes and payment therefor shall be made at 9:00 the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., Chicago New York, New York time, on December 20, 2021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the fourth second business day thereafter as the Representative shall designate by notice to the Company (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the time and date of such closing are called the Pricing Agreement (the "“Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Underwriters Representative and the Company. (b) If . The Company hereby acknowledges that circumstances under which the Underwriters and Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company have elected or the Representative to enter into recirculate to the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid public copies of an amended or supplemented Prospectus or a delay as contemplated by the several Underwriters provisions of Section 13 hereof. Payment for the Notes shall be an amount equal made to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to the Underwriters in definitive form for inspection and packaging not later than 11:00 a.m., Chicago time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to a bank account specified by the Company against delivery to the Representatives for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the sale of the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, subject to change by written agreement for its own account and for the accounts of the Company several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for the Notes, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually and not as the representative of the Underwriters, may, but shall not be obligated to, make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

Delivery of the Notes and Payment Therefor. The Notes to be purchased hereunder will be represented by one or more definitive global Notes in book- entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (a"DTC") or its designated custodian. Delivery to the Underwriters of the Notes Firm Notes, against payment of the purchase price therefor in Federal (same day) funds, shall be made by causing DTC to credit the Firm Notes to the account or accounts designated by Xxxxx Xxxxxx on behalf of the Underwriters at 9:00 a.m.DTC. The time and date of such delivery shall be 10:00 A.M., Chicago New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the ActSeptember __, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement 1997 (the "Closing Date") against payment therefor ). The other documents to be delivered at the Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of XxXxxxxxx, Will Xxxxx & Xxxxx, L.L.P., 000 Xxxx XxxxxxXxxxxxxxx, Xxxxxxx, Xxxxxxxx Xxxxx 00000, or through the facilities of The Depository Trust Company. The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Underwriters you and the Company. (b) If . Delivery to the Underwriters and of the Company have elected Additional Notes to enter into be purchased by the Pricing Agreement after the Registration Statement is effectiveUnderwriters, against payment of the purchase price therefor in Federal (same day) funds, shall be made by causing DTC to credit the Additional Notes to the account or accounts designated by Xxxxx Xxxxxx on behalf of the Underwriters at DTC at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a principal amount, specified in such notice, of Additional Notes. The other documents to be paid delivered at the Option Closing Date by or on behalf of the several Underwriters for the Notes parties hereto shall be an amount equal to delivered at such time and date at the initial public offering priceoffices of Xxxxx & Xxxxx, less an amount to L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000. The place of closing for any Additional Notes and the Option Closing Date for such Notes may be determined varied by agreement between the Underwriters you and the Company. The initial public offering price for global certificates representing the Notes shall be a fixed price to be determined by agreement between delivered to the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to you at the Underwriters in definitive form office of DTC or its custodian for inspection and packaging not later than 11:00 a.m.9:30 A.M., Chicago New York City time, on the business day next preceding the Closing Date. The Notes shall be delivered to Date or the Underwriters on the Option Closing Date, with any transfer taxes thereon duly paid by as the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriterscase may be.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of and payment for the Firm Notes shall be made at 9:00 a.m.the office of Smitx Xxxxxx Xxx., Chicago 388 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, xx 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement 1997 (the "Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Underwriters you and the Company. (b) If . Delivery to the Underwriters of and payment for any Additional Notes to be purchased by the Underwriters shall be made at the aforementioned office of Smitx Xxxxxx Xxx. at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you on behalf of the Underwriters to the Company of the Underwriters' determination to purchase a principal amount, specified in such notice, of Additional Notes. The place of closing for any Additional Notes and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to Option Closing Date for such Notes may be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined varied by agreement between the Underwriters you and the Company. The initial public offering price Firm Notes and any Additional Notes which the Underwriters may elect to purchase will be delivered to you for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close accounts of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for against payment of the Notes shall have each been determined purchase price therefor by wire transfer in same-day funds and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters you shall request prior to 11:00 a.m.9:30 A.M., Chicago New York City time, on the second full business day preceding the Closing Date or the Option Closing Date, as the case may be. The Notes to be delivered to the Underwriters shall be made available to the Underwriters you in definitive form New York City for inspection and packaging not later than 11:00 a.m.9:30 A.M., Chicago New York City time, on the business day next preceding the Closing Date. The Notes shall be delivered to Date or the Underwriters on the Option Closing Date, with any transfer taxes thereon duly paid by as the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriterscase may be.

Delivery of the Notes and Payment Therefor. (a) Delivery The Firm Notes to be purchased by each Underwriter in book-entry form and in such authorized denominations and registered in the name of the nominee of The Depository Trust Company, shall be delivered by or on behalf of the Company through the facilities of The Depository Trust Company for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer or certified or official bank check or checks, in each case in New York Clearing House (next-day) funds, payable to the Underwriters order of the Notes shall be made Company or, at the option of the Underwriters, by wire transfer in federal (same-day) funds on which the Company will pay one day's interest at the broker call rate as reported in THE WALL STREET JOURNAL, at 9:00 a.m., Chicago California time, on the fourth business day third (or if the third business day if required under Firm Notes are priced, as contemplated by Rule 15c6-1 1(c) under the Exchange Act, or unless postponed in accordance with after 4:30 p.m. Eastern time on the provisions date of Section 9(bthis Agreement, the fourth) hereof) business day following the date of the Pricing Agreement this Agreement, (the "Closing Date") against payment therefor at the offices of XxXxxxxxxXxxx & Xxxxx Professional Corporation, Will & Xxxxx0000 Xxxxxxx Xxxx Xxxx, 000 Xxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxx XX 00000. The place of the closing and the Closing Date may be varied by agreement among the Underwriters and the Company. (b) The Option Notes to be purchased by each Underwriter in book-entry form and in such authorized denominations and registered in the name of the nominee of The Depository Trust Company, shall be delivered by or on behalf of the Company through the facilities of The Depository Trust CompanyCompany for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor in the manner specified in clause (a) above, at the offices of Xxxx & Xxxxx Professional Corporation at such time and on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in written notice from the Underwriters to the Company of the determination to purchase Option Notes in such principal amount as specified in said notice. Said notice may be given at any time within 30 days after the date of the execution of this Agreement. The place of the option closing and the Option Closing Date may be varied by agreement between the Underwriters and the Company. (b) If the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between the Underwriters and the Company. The initial public offering price for the Notes shall be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered in such names and in such authorized denominations as the Underwriters shall request prior to 11:00 a.m., Chicago time, on the second full business day preceding the Closing Date. The Notes shall be made available to the Underwriters in definitive form for inspection and packaging not later than 11:00 a.m., Chicago time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriters.

Delivery of the Notes and Payment Therefor. (a) Delivery to you of ------------------------------------------ and payment for the Underwriters of the Firm Notes shall be made at 9:00 a.m.the office of Xxxxx Xxxxxx Inc., Chicago 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the Act, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date of the Pricing Agreement __________________ ,1997 (the "Closing Date") against payment therefor at the offices of XxXxxxxxx, Will & Xxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or through the facilities of The Depository Trust Company). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Underwriters you and the Company. . Delivery to you of and payment for any Additional Notes to be purchased by you shall be made at the aforementioned office of Xxxxx Xxxxxx Inc. at such time on such date (b) If the Underwriters "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor earlier than two nor later than ten business days after the giving of the notice hereinafter referred to, as shall be specified in a written notice from you to the Company of your determination to purchase a number, specified in such notice, of Additional Notes. The place of closing for any Additional Notes and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, the purchase price to Option Closing Date for such Notes may be paid by the several Underwriters for the Notes shall be an amount equal to the initial public offering price, less an amount to be determined varied by agreement between the Underwriters you and the Company. The initial public offering price for the Firm Notes shall be a fixed price and any Additional Notes which you may elect to be determined by agreement between the Underwriters and the Company. The interest rate, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereof, and an amendment to the registration statement and the prospectus purchase will be filed by delivered to you for your several accounts against payment of the Company before the registration statement becomes effective. (c) The Notes shall be purchase price therefor in immediately available funds and registered in such names and in such authorized denominations as the Underwriters you shall request prior to 11:00 a.m.1:00 P.M., Chicago New York City time, on the second full third business day preceding the Closing Date or the Option Closing Date, as the case may be. The Notes to be delivered to you shall be made available to the Underwriters you in definitive form New York City for inspection and packaging not later than 11:00 a.m.9:30 A.M., Chicago New York City time, on the business day next preceding the Closing Date. The Notes shall be delivered to Date or the Underwriters on the Option Closing Date, with any transfer taxes thereon duly paid by as the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriterscase may be.

Delivery of the Notes and Payment Therefor. (a) Delivery to the Underwriters of Payment for the Notes shall be made at 9:00 a.m.the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, Chicago 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (i) if the Merger has not been consummated by 1:00 p.m., New York City time, on February 16, 2011 (the “Closing Date”), by deposit of the Purchase Price in the Escrow Account or (ii) if the Merger is consummated on or prior to 1:00 p.m., New York City time, on the fourth business day (or the third business day if required under Rule 15c6-1 under the ActClosing Date, or unless postponed in accordance with the provisions of Section 9(b) hereof) following the date by payment of the Pricing Agreement (Purchase Price, plus accrued interest, if any, to the "Closing Date", to the account or accounts specified by the Issuer, in the case of each of clauses (i) and (ii), in Federal or other funds immediately available in New York City against payment therefor at delivery of such Notes for the offices respective accounts of XxXxxxxxxthe several Initial Purchasers. For the avoidance of doubt, Will & Xxxxxunless the Merger is consummated subsequent to the Closing Date, 000 Xxxx Xxxxxxthe Merger Date, Xxxxxxxas referred to herein, Xxxxxxxx 00000, or through shall be the facilities of The Depository Trust Companysame date as the Closing Date. The place of closing for the Notes and the Closing Date may be varied by agreement between the Underwriters Initial Purchasers and the Company. Issuer. The Notes will be delivered to the Initial Purchasers, or the Trustee as custodian for The Depository Trust Company (b) If “DTC”), against payment by or on behalf of the Underwriters and the Company have elected to enter into the Pricing Agreement after the Registration Statement is effective, Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to be paid by the several Underwriters for credit the Notes shall be an amount equal to the initial public offering price, less an amount to be determined by agreement between account of the Underwriters and the CompanyInitial Purchasers at DTC. The initial public offering price for Notes will be evidenced by one or more global securities in definitive form (the Notes shall “Global Notes”) and will be a fixed price to be determined by agreement between the Underwriters and the Company. The interest rateregistered, the initial public offering price and the price to be paid by the Underwriters for the Notes when so determined shall be set forth in the Pricing Agreement. If such prices shall not have been agreed upon and case of the Pricing Agreement shall not have been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this AgreementGlobal Notes, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Underwriters and except as otherwise provided in Section 5(l) and Section 7 hereof. If the Underwriters and the Company have elected to enter into the Pricing Agreement prior to the registration statement becoming effective, the initial public offering and the price to be paid by the several Underwriters for the Notes shall have each been determined and set forth in the Pricing Agreement, dated the date hereofname of Cede & Co. as nominee of DTC, and an amendment to in the registration statement and the prospectus will be filed by the Company before the registration statement becomes effective. (c) The Notes shall be registered other cases, in such names and in such authorized denominations as the Underwriters Initial Purchasers shall request prior to 11:00 a.m.10:00 A.M., Chicago New York City time, on the second full business day preceding the Closing Date. The Notes to be delivered to the Initial Purchasers shall be made available to the Underwriters Initial Purchasers in definitive form New York City for inspection and packaging not later than 11:00 a.m.10:00 A.M., Chicago New York City time, on the business day next preceding the Closing Date. The Notes shall be delivered to the Underwriters on the Closing Date, with any transfer taxes thereon duly paid by the Company, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of immediately available funds to the Company, subject to change by written agreement of the Company and the Underwriters.