Closing of Series 2012 Notes. The sale and purchase of the Series 2012 Notes to be purchased by the Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 a.m. Chicago time, at a closing (the “2012 Closing”) on October 24, 2012 or on such other Business Day thereafter on or prior to October 24, 2012 as may be agreed upon by the Issuers and the Purchaser. At the 2012 Closing, the Issuers will deliver to the Purchaser the Series 2012 Notes to be purchased by the Purchaser in the form of a single Series 2012 Note (or such greater number of Series 2012 Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the 2012 Closing and registered in the Purchaser’s name (or in the name of the Purchaser’s nominee), against delivery by the Purchaser to the Issuers or their order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuers as designated by the Issuers in, and otherwise in accordance with, the Funding Instruction Letter delivered to the Purchaser at least three Business Days prior to the date of the 2012 Closing pursuant to Section 4.9 of the Note Purchase Agreement (such condition being applicable to the Series 2012 Notes as specified in Section 5(l) hereof). If, at the 2012 Closing, the Issuers shall fail to tender such Series 2012 Notes to the Purchaser as provided above in this Section 1.4, or any of the conditions specified in Section 1.6 or Section 5 shall not have been fulfilled to the Purchaser’s satisfaction, the Purchaser shall, at its election, be relieved of all further obligations under this Amendment, without thereby waiving any rights the Purchaser may have by reason of such failure or such nonfulfillment.
