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

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ (the "CLOSING DATE"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx Xxxxxxx LLP, Xxx 00000 Xxxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxx XxxxXxxxx, XX Xxxxxxxxxx 00000, at 10:00 A.M.a.m., New York City time, on ________ January 23, 2007 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberseveral Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3(a) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities will be delivered to the Initial Securities and Purchasers, or the Trustee as custodian for any Option The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be purchased hereunder shall evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M.a.m., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. The Securities to be purchased hereunder will be represented by one or more definitive global certificates in book-entry form which will be deposited by or on behalf of the Operating Partnership with The Depository Trust Company ("DTC") or its designated custodian. Delivery to the Underwriters of and the Securities, against payment for of the Initial Securities purchase price therefor in immediately available funds, shall be made by causing DTC to credit the Securities to the account or accounts designated by Merrxxx Xxxcx xx behalf of the Underwriters at the office DTC. The time and date of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at such delivery shall be 10:00 A.M., New York City time, on ________ October 1, 1998 (such time and date of payment and delivery being herein called (the "CLOSING DATEClosing Time"). The other documents to be delivered at the Closing Time by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Bakex & Xottx, X.L.P., 910 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000. Xxe place of closing for the Initial Securities and the Closing Date Time may be varied by agreement between you the Underwriters and the CompanyOperating Partnership. Delivery to Merrxxx Xxxcx xxx (but shall not be obligated to) make payment of the Underwriters of and payment purchase price for any Option the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The global certificates representing the Securities to be delivered to the Underwriters shall be made available to the Underwriters at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 DTC or its custodian for inspection not 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the second business day next preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available fundsTime.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ August 24, 2004 (the "“CLOSING DATE"”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 four (unless notice is being given with respect to an Option Closing Date that will be the same day as the Closing Date) 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations for the accounts of the Underwriters as you shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the any Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds. All references to certificates mean one or more global securities registered in the name of The Depository Trust Company or its nominee.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx Lxxxxx & XxXxxx Wxxxxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ December 16, 2013 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 in New York City against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the several Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 Purchasers at 10:00 A.M., New York City time, on the second date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date. The Securities will be delivered to the Initial Purchasers, or the transfer agent as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor plus accrued dividends, if any, to the date of payment and delivery, by wire transfer in immediately available funds, by causing DTC to credit the Securities to the account of the Initial Purchasers at DTC. The Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) and will be registered in the name of Cede & Co. as nominee of DTC. The Securities to be delivered to the Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection and packaging not later than 10:00 A.M., New York City time, on the business day next preceding the Closing Date or any the applicable Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of MilbankSkadden, TweedArps, Xxxxxx Slate, Xxxxxxx & XxXxxx Xxxx LLP, Xxx Xxxxx Xxxxxxxxx XxxxxFour Times Square, Xxx XxxxNew York, XX 00000New York, at 10:00 9:00 A.M., New York City time, on ________ February 18, 2011 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Firm Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberInitial Purchasers at 9:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 4(a) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities will be delivered to the Initial Securities and Purchasers, or the Trustee as custodian for any Option The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be purchased hereunder shall evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________________________ at 9:00 A.M., Chicago time, on November ___, 1995 (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP ________________________ at such time on such date (the "OPTION CLOSING DATEOption 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 seven 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in Chicago, Illinois or New York, New York, as requested by you in the aforesaid notice, for inspection and packaging not later than 9:30 A.M., Chicago time, or New York City time, as the case may be, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. The certificates and stock powers evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the applicable Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.certified or official bank check or checks payable in New York Clearing House (next

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of MilbankSkadden, TweedArps, Slate, Meagxxx & Xlom (Xxlinois), 333 Xxxx Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx XxxxSuite 2100, XX 00000Chicago, Illinois 60606, at 10:00 9:00 A.M., New York City Chicago time, on ________ the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof) (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between among you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of MilbankSkadden, TweedArps, Xxxxxx Slate, Meagxxx & XxXxxx LLP Xlom (Xxlinois) at such time on such date (the an "OPTION CLOSING DATEOption 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in Chicago, Illinois or New York, New York, as requested by you in the aforesaid notice, for inspection and packaging not later than 9:30 A.M., Chicago time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer certified or official bank check or checks payable in New York Clearing House (next day) funds to the order of immediately available fundsthe Company. It is understood that each Underwriter has authorized you, for its account, to accept delivery of, acknowledge receipt of, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Vector, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose check has not been received by the Closing Date or the Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of MilbankDxxxx Xxxx & Wxxxxxxx, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx 400 Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx, at 10:00 9:00 A.M., New York City time, on ________ July 27, 2007 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberseveral Initial Purchasers at 9:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 3(a) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities will be delivered to the Initial Securities and Purchasers, or the Trustee as custodian for any Option The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be purchased hereunder shall evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Managers of and payment for the Initial Firm Securities shall be made at the office of MilbankSmitx Xxxxxx Xxx., Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx 388 Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX 00000, at xx 10:00 A.M., New York City time, on ________ March [ ], 1996 (the "CLOSING DATEClosing Date"). The place of closing for the Initial Firm Securities and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters Managers of and payment for any Option Additional Securities to be purchased by the Underwriters Managers shall be made at the aforementioned office of Milbank, Tweed, Smitx Xxxxxx & XxXxxx LLP Xxx. at such time times on such date dates (the each, an "OPTION CLOSING DATEOption 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 three 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 Managers to the Company and the Attorneys-in-Fact of the UnderwritersManagers' determination to purchase a number, specified in such notice, of Option Additional Securities. The place of closing for any Option Additional Securities and the Option Closing Date for such Option Additional Securities may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Certificates for the Initial Securities Firm Shares and the Firm Warrant Shares and for any Option Securities Additional Shares and any Additional Warrant 10 Shares to be purchased hereunder (or acquired upon the exercise of Warrants purchased hereunder) shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M.1:00 P.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities Firm Shares and the Firm Warrant Shares and any Option Securities Additional Shares and any Additional Warrant Shares to be purchased hereunder (or acquired upon the exercise of Warrants purchased hereunder) shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer certified or official bank check or checks payable in New York Clearing House (next day) funds to the order of immediately available fundsthe Company or the Attorneys-in-Fact, as the case may be.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of MilbankSkadden, TweedArps, Slate, Meagxxx & Xlom (Xxlinois), 333 Xxxx Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx XxxxSuite 2100, XX 00000Chicago, Illinois 60606, at 10:00 9:00 A.M., New York City Chicago time, on ________ the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof) (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between among you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of MilbankSkadden, TweedArps, Xxxxxx Slate, Meagxxx & XxXxxx LLP Xlom (Xxlinois) at such time on such date (the an "OPTION CLOSING DATEOption 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The Such certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered made available to you on the Closing Date in Chicago, Illinois or the Option Closing DateNew York, as the case may beNew York, against payment of the purchase price therefor by wire transfer of immediately available funds.as

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Securities shall be made at the office of MilbankSkadden, TweedArps, Xxxxxx Slate, Xxxxxxx & XxXxxx Xxxx LLP, Xxx Xxxxx Xxxxxxxxx XxxxxFour Times Square, Xxx XxxxNew York, XX 00000New York, at 10:00 9:00 A.M., New York City time, on ________ December 21, 2010 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery The Securities will be delivered to the Underwriters of and payment Initial Purchasers, or the Trustee as custodian for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP at such time on such date The Depository Trust Company (the "OPTION CLOSING DATE"“DTC”), 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 against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the Company account of the Underwriters' determination to purchase a number, specified in such notice, of Option SecuritiesInitial Purchasers at DTC. The place Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered, in the case of closing for any Option Securities the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, LLP at Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000Xxx Xxxx 10005, at 10:00 9:00 A.M., New York City time, on ________ (the "CLOSING DATE")Closing Date. The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the CompanyIssuers. Delivery The Securities will be delivered to the Underwriters of and Initial Purchasers, or the Trustee as custodian for DTC, against payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 or on behalf of the Underwriters Initial Purchasers of the purchase price therefor, by wire transfer in immediately available funds to such account or accounts as the Partnership shall specify to Xxxxxx Brothers Inc. prior to the Company Closing Date, by causing DTC to credit the Securities to the account of the Underwriters' determination to purchase a number, specified in such notice, of Option SecuritiesInitial Purchasers at DTC. The place Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) and/or by additional definitive securities, and will be registered, in the case of closing for any Option Securities the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Closing Date or business day next preceding the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of MilbankSkadden, TweedArps, Slate, Meagxxx & Xlom (Xxlinois), 333 Xxxx Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx XxxxSuite 2100, XX 00000Chicago, Illinois 60606, at 10:00 9:00 A.M., New York City Chicago time, on ________ the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof) (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between among you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of MilbankSkadden, TweedArps, Xxxxxx Slate, Meagxxx & XxXxxx LLP Xlom (Xxlinois) at such time on such date (the an "OPTION CLOSING DATEOption 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in Chicago, Illinois or New York, New York, as requested by you in the aforesaid notice, for inspection and packaging not later than 9:30 A.M., Chicago time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer certified or official bank check or checks payable in New York Clearing House (next day) funds to the order of immediately available fundsthe Company. It is understood that each Underwriter has authorized you, for its account, to accept delivery of, acknowledge receipt of, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. EVEREN, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose check has not been received by the Closing Date or the Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx Hxxxxx & XxXxxx LLP, Xxx MxXxxx LLP at Oxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 9:00 A.M., New York City time, on ________ (the "CLOSING DATE")Closing Date. The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery The Securities will be delivered to the Underwriters of and Initial Purchasers, or the Trustee as custodian for DTC, against payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds to such account or accounts as the Company shall specify to Lxxxxx Brothers Inc. prior to the Company Closing Date, by causing DTC to credit the Securities to the account of the Underwriters' determination to purchase a number, specified in such notice, of Option SecuritiesInitial Purchasers at DTC. The place Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) and will be registered, in the case of closing for any Option Securities the Global Securities, in the name of Cede & Co. as nominee of DTC pursuant to the DTC Agreement, and in the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or as otherwise agreed upon between the Option Closing Date, as Company and the case may be, against payment of the purchase price therefor by wire transfer of immediately available fundsInitial Purchasers.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx Xxxxxxx Xxxxxxx & XxXxxx Xxxxxxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ June 3, 2019 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberseveral Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3(b) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities 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 therefor by wire transfer in immediately available funds, by causing DTC to credit the Securities to the account of the Initial Purchasers at DTC. The Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) and for any Option will be registered in the name of Cede & Co. as nominee of DTC. The Securities to be purchased hereunder delivered to the Initial Purchasers shall be registered made available to the Initial Purchasers in such names New York City for inspection and in such denominations as you shall request prior to 9:30 packaging not later than 10:00 A.M., New York City time, on the second business day next preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ August 24, 2004 (the "“CLOSING DATE"”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 four (unless notice is being given with respect to an Option Closing Date that will be the same day as the Closing Date) 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of Milbank, Tweed, Xxxxxx Xxxxxxxx Xxxxx & XxXxxx Xxxxxxxx LLP, Xxx Xxxxx Xxxxxxxxx XxxxxOne Liberty Plaza, Xxx XxxxNew York, XX 00000New York, at 10:00 9:00 A.M., New York City time, on ________ April 23, 2007 (the "CLOSING DATE"“Firm Closing Date”). The place of closing for the Initial Securities and the Firm Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of the Underwriters' determination to purchase a number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities for the respective accounts of the several Initial Purchasers at 9:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 3(a) or at such other time on the same or on such other date, as may be varied by agreement between you the Initial Purchasers and the Company. Certificates The date for delivery of and payment for the Initial Securities and for any Option Securities is herein referred to as an “Option Closing Date,” which may be purchased hereunder shall the Firm Closing Date (the Firm Closing Date and each Option Closing Date, if any, being referred to as a “Closing Date”). The Securities will be registered 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 therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option applicable Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Closing Date or business day next preceding the Option applicable Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Firm Securities and the Additional Securities (if the option provided for in Section 2(b) hereof shall have been exercised prior to the Closing Date) shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.AM, New York City time, on ________ (the "CLOSING DATE"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of MilbankDecember 8, Tweed2003, Xxxxxx & XxXxxx LLP or at such time on such later date (not more than three Business Days after the "OPTION CLOSING DATE")foregoing date as the Underwriter shall designate, which date and time 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 postponed by mutual written agreement of the notice hereinafter referred to, Underwriter and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be specified in a written notice from you on behalf made for the account of the Underwriters Underwriter, against payment by the Underwriter of the purchase price thereof, to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwriters' determination to purchase a number, specified in such notice, of Option Securities. The place of closing for any Option Firm Securities and the Option Additional Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct the Company in writing. If the option provided for in Section 2(b) hereof is not exercised prior to the Closing Date Date, the Company will deliver the Additional Securities (at the expense of the Company) to the Underwriter, at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date specified by the Underwriter (which shall be within five Business Days after exercise of said option) for such Option Securities may be varied the account of the Underwriter, against payment by agreement between you and the Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Certificates If settlement for the Initial Additional Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on occurs after the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing Company will deliver to the Initial Underwriter on the settlement date for the Additional Securities, and the obligation of the Underwriter to purchase the Additional Securities and any Option Securities to be purchased hereunder shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available fundspursuant to Section 8 hereof.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office offices of MilbankSkadden, TweedArps, Slate, Meagxxx & Xlom (Xxlinois), 333 Xxxx Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx XxxxChicago, XX 00000Illinois 60606, at 10:00 9:00 A.M., New York City Chicago time, on ________ the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof) (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you among you, the Company and the CompanySelling Stockholders. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of MilbankSkadden, TweedArps, Xxxxxx Slate, Meagxxx & XxXxxx LLP Xlom (Xxlinois) at such time on such date (the an "OPTION CLOSING DATEOption 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 and the Selling Stockholders of the Underwriters' determination to purchase a number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you you, the Company and the CompanySelling Stockholders. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice (it being understood that a facsimile transmission shall be deemed written notice) prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in Chicago, Illinois or New York, New York, as requested by you in the aforesaid notice, for inspection and packaging not later than 9:30 A.M., Chicago time, on the business day next preceding the Closing Date or an Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor to the Company and the Selling Stockholders, as applicable, by wire transfer of immediately available fundsfunds to bank accounts designated by the Company and the Custodian (as defined in Section 6(b)(iv) hereof) pursuant to each Selling Stockholder's Power of Attorney and Custody Agreement (as defined in Section 6(b)(ii) hereof), as the case may be, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized you, for its account, to accept delivery of, acknowledge receipt of, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Vector, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Under writer whose check has not been received by the Closing Date or the Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of Milbank, Tweed, Xxxxxx Xxxxx Xxxx & XxXxxx Xxxxxxxx LLP, Xxx Xxxxx 000 Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX 00000Xxx Xxxx, at 10:00 9:00 A.M., New York City time, on ________ April 19, 2010 (the "CLOSING DATE"Closing Date”). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberseveral Initial Purchasers at 9:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 3(a) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities will be delivered to the Initial Securities and Purchasers, or the Trustee as custodian for any Option The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be purchased hereunder shall evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Series A Securities shall be made at the office of MilbankXxxxx Xxxxxx Inc., Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx 000 Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________ June 17, 1997 (the "CLOSING DATE"). The place of closing for the Initial Series A Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery The Series A Securities will be delivered to the Underwriters Initial Purchasers against payment of and payment for any Option Securities to the purchase price therefor in immediately available funds. The Series A Senior Subordinated Notes will be purchased evidenced by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP at such time on such date one or more global securities in definitive form (the "OPTION CLOSING DATEGLOBAL SENIOR SUBORDINATED NOTES") and/or by additional definitive securities, and the Series A Senior Subordinated Discount Notes will be evidenced by one or more global securities in definitive form (the "GLOBAL SENIOR SUBORDINATED DISCOUNT NOTES" and, together with the Global Senior Subordinated Notes, the "GLOBAL NOTES") and/or by additional definitive securities. The Global Notes will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall other definitive securities will be registered in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M.a.m., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Series A Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the Closing Date or business day next preceding the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Securities shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on ________________________ at 9:00 A.M., Chicago time, on , 1995 (the "CLOSING DATEClosing Date"). The place of closing for the Initial Securities and the Closing Date may be varied by agreement between you among you, the Company and the CompanyAttorneys-in-Fact. Delivery to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP ________________________ at such time on such date (the "OPTION CLOSING DATEOption 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 number, specified in such notice, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the CompanyAttorneys-in-Fact. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request by written notice, it being understood that a facsimile transmission shall be deemed written notice, prior to 9:30 A.M., New York City Chicago time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to you in Chicago, Illinois for inspection and packaging not later than 9:30 A.M., Chicago time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates and stockpowers evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer certified or official bank check or checks payable in New York Clearing House (next day) funds to the order of immediately available funds.the Company and the Attorneys-in-Fact. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. Vector, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose check has not been received by the Closing Date or the Option Closing Date, as the case may be, but such payment

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of the Securities and payment for the Initial Securities therefor shall be made at the office offices of Milbank, Tweed, Xxxxxx Xxxxxxxx & XxXxxx Xxxxxxxx LLP, Xxx 000 Xxxxx Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, or at 10:00 A.M.such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on November 6, on ________ 2018, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"“Time of Delivery”). The place of closing for the Initial Securities and the Closing Date Time of Delivery may be varied by agreement between you the Representatives and the Company. The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Time of Delivery as originally scheduled include any reasonable determination by the Company or the Representatives to recirculate or otherwise make available to the Underwriters of and payment for any Option Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 number, specified in such notice, of Option Securitiespublic an amended or supplemented General Disclosure Package or Prospectus. The place of closing for any Option Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Securities and for any Option Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered to you on the Closing Date or Representatives for the Option Closing Date, as respective accounts of the case may beUnderwriters for the Securities to be purchased by them at the Time of Delivery, against payment of the purchase price therefor by wire transfer of immediately available fundsfunds to one or more accounts specified in writing, not later than the close of business on the business day next preceding the Time of Delivery, by the Company. Payment for the Securities sold by the Company hereunder shall be delivered by the Representatives to the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. It is understood that the Representatives have been authorized by each Underwriter, for the respective accounts of the Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities that the Underwriters, acting severally and not jointly, have agreed to purchase. Xxxxxxx Sachs, Credit Suisse, Xxxxxxxxx, Xxxxxxx Xxxxx and Xxxxxxx, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Time of Delivery but such payment shall not relieve such Underwriter from its obligations hereunder.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Initial Firm Securities shall be made at the office of MilbankSkadden, TweedArps, Xxxxxx Slate, Xxxxxxx & XxXxxx Xxxx LLP, Xxx Xxxxx Xxxxxxxxx XxxxxFour Times Square, Xxx XxxxNew York, XX 00000New York, at 10:00 9:00 A.M., New York City time, on ________ April 16, 2012 (the "CLOSING DATE"“Closing Date”). The place of closing for the Initial Firm Securities and the Closing Date may be varied by agreement between you the Initial Purchasers and the Company. Delivery to the Underwriters of and payment Payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Xxxxxx & XxXxxx LLP 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 against delivery of such Additional Securities for the respective accounts of the Underwriters' determination to purchase a numberInitial Purchasers at 9:00 A.M., New York City time, on the date specified in the corresponding notice described in Section 4(a) or at such noticeother time on the same or on such other date, of Option Securities. The place of closing for any Option Securities and the Option Closing Date for such Option Securities as may be varied by agreement between you the Initial Purchasers and the Company. Certificates for The Securities will be delivered to the Initial Securities and Purchasers, or the Trustee as custodian for any Option The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the applicable Securities to the account of the Initial Purchasers at DTC. The Securities will be purchased hereunder shall evidenced by one or more global securities in definitive form (the “Global Securities”) or by additional definitive securities, and will be registered registered, in the case of the Global Securities, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such names and in such denominations as you the Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any the Option Closing Date, as the case may be. The certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder delivered to the Initial Purchasers shall be delivered made available to you the Initial Purchasers in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.

Delivery of the Securities and Payment Therefor. Delivery to the Underwriters of and payment for the Initial Firm Securities shall be made at the office of MilbankSmitx Xxxxxx Xxx., Tweed, Xxxxxx & XxXxxx LLP, Xxx Xxxxx 388 Xxxxxxxxx XxxxxXxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at xx 10:00 A.M., New York City time, on ________ the date set forth in Schedule I hereto (the "CLOSING DATEClosing Date"). The place of closing for the Initial Firm Securities and the Closing Date may be varied by agreement between you and the Company. Delivery to the Underwriters of and payment for any Option Additional Securities to be purchased by the Underwriters shall be made at the aforementioned office of Milbank, Tweed, Smitx Xxxxxx & XxXxxx LLP Xxx. at such time on such date (the "OPTION CLOSING DATEOption 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 number, specified in such notice, of Option Additional Securities. The place of closing for any Option Additional Securities and the Option Closing Date for such Option Securities may be varied by agreement between you and the Company. Certificates for the Initial Firm Securities and for any Option Additional Securities to be purchased hereunder shall be registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the second business day preceding the Closing Date or any Option Closing Date, as the case may be. The Such certificates evidencing the Initial Securities and any Option Securities to be purchased hereunder shall be delivered made available to you in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be, against payment of the purchase price therefor by wire transfer of immediately available funds.may