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

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of the Notes and payment therefor shall be made at the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., 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 second business day thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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. Delivery to the Underwriters of the Notes and payment therefor shall be made at the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., New YorkAt 11:00 A.M., New York City time, on January 25August 5, 20222004, or at such other place, time and date not or on such earlier or later than 1:30 p.m., New York, New York time, on the second business day thereafter as shall have been mutually agreed upon by EdLinc, SLFC, the Representative shall designate by notice to Transferor II and the Company Underwriters (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice , EdLinc will deliver to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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 DateDTC, 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 such location in New York, but any New York as shall be requested by the Representative. Delivery of the other documents shall be at the offices of Xxxxxx & Whitney LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000. This payment and delivery is herein called the “Closing”. The Notes delivered at the Closing shall be made available to the Trustee for the benefit of the Underwriters, to facilitate a “Fast” closing through DTC, at least one business day prior to the date of the Closing for purposes of inspection. The Notes shall be prepared and delivered as fully registered notes in authorized denominations and registered in such payment manner as the Representative shall not relieve such Underwriter from any of its obligations under this Agreementhave requested.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Notes and payment therefor shall be made at the offices office of Hunton Xxxxxx & Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx 53rd at Third, 000 Xxxxx Xxxxxx, XXXxx Xxxx, Xxxxxxxxxx, XX Xxx Xxxx 00000 (the “Closing Location”) at 10:00 a.m., New York9:00 A.M., New York City time, on January 25August 24, 2022, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company 2005 (the time and date of such closing are called the “Closing Date”). Such delivery and payment shall be referred to herein as the “Closing”. The place of closing for the Notes Closing Location and the Closing Date may be varied by agreement between the Representative Initial Purchasers and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone A meeting will be held at the Closing Date as originally scheduled include any determination Location on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of the documents to be delivered will be available for review by the Company parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or the Representative obligated by law or executive order to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereofclose. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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 The Notes to be purchased by any Underwriter whose funds shall not have been received the Initial Purchasers 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 Representative by Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company and the Closing DateGuarantors will deliver the Notes and the Guarantees to each Initial Purchaser, for the account of such Underwriterthat Initial Purchaser, but any such against payment shall not relieve such Underwriter from any by or on behalf of that Initial Purchaser of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of that Initial Purchaser at DTC. The Company will cause the certificates representing the Notes to be made available to the Initial Purchasers for checking at least 24 hours prior to the Closing Date at the office of DTC or its obligations under this Agreementdesignated custodian.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of the Notes and payment therefor shall be made at the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., New York, New York time, on January 25April 20, 20222021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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 ("DTC") or its designated custodian. Delivery to the Underwriters of the Notes and Firm Notes, against payment of the purchase price therefor in Federal (same day) funds, shall be made at by causing DTC to credit the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., 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 second business day thereafter as the Representative shall designate by notice Firm Notes to the Company (account or accounts designated by Xxxxx Xxxxxx on behalf of the Underwriters at DTC. The time and date of such closing are called delivery shall be 10:00 A.M., New York City time, on September __, 1997 (the “"Closing Date”"). 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 Xxxxx & Xxxxx, L.L.P., 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000. The place of closing for the Firm Notes and the Closing Date may be varied by agreement between you and the Representative Company. Delivery to the Underwriters of the Additional Notes to be purchased by the Underwriters, 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 delivered at the Option Closing Date by or on behalf of the parties hereto shall be delivered at such time and date at the offices of Xxxxx & Xxxxx, 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 varied by agreement between you and the Company. The Company hereby acknowledges that circumstances under which global certificates representing the Representative may provide notice Notes to postpone be delivered to the Underwriters shall be made available to you at the office of DTC or its custodian for inspection not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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 Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters Initial Purchasers of and payment for the Notes and payment therefor shall will be made at the offices office of Hunton Xxxxxxx Milbank, Tweed, Xxxxxx & XxXxxx LLP at Xxx Xxxxx LLPXxxxxxxxx Xxxxx, 0000 Xxxxxxxxxxxx XxxxxxXxx Xxxx, XXXxx Xxxx 10005, Xxxxxxxxxx, XX 00000 at 10:00 a.m., New York9:00 A.M., 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 City time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative Initial Purchasers and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate Notes will be delivered to the public copies Initial Purchasers through The Depository Trust Company (“DTC”) against payment by or on behalf of an amended or supplemented Prospectus or a delay as contemplated by the provisions Initial Purchasers of Section 13 hereof. Payment for the Notes shall be made to the Company purchase price therefor, by wire transfer of in immediately available funds to a bank such account specified by or accounts as the Company against delivery shall specify to Xxxxxx Brothers prior to the Representatives for the respective accounts of the UnderwritersClosing Date, with any transfer taxes payable in connection with the sale of by causing DTC to credit the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt forInitial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and/or by additional definitive securities, and make payment will be registered, in the case of the purchase price for the Global Notes, that in the Underwriters have agreed to purchase. Xxxxxxx Xxxxx name of Cede & AssociatesCo. as nominee of DTC, Inc.and in the other cases, individually in such names and not in such denominations as the representative of Initial Purchasers shall request prior to 9:30 A.M., New York City time, on the Underwriters, may, but shall not be obligated to, make payment for any second Business Day preceding the Closing Date. The Notes to be purchased by any Underwriter whose funds shall delivered to the Initial Purchasers will be made available to the Initial Purchasers in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by Business Day preceding the Closing Date, for Date or as otherwise agreed upon between the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementCompany and the Initial Purchasers.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of the Notes and payment therefor shall be made at the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., New York, New York time, on January 25December 20, 20222021, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and for the accounts of the 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. Delivery to the Underwriters Initial Purchasers of and payment for the Notes and payment therefor shall will be made at the offices office of Hunton Xxxxxxx Xxxxx XxXxxxxxx LLP, 0000 Xxxxxxxxxxxx 000 Xxxx Xxxxxx, XXXxx Xxxx, XxxxxxxxxxXxx Xxxx, XX 00000 at 10:00 a.m., New York9:00 A.M., 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 City time, on the second business day thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative Initial Purchasers and the Company. The Company hereby acknowledges that circumstances under which Notes will be delivered to the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company Initial Purchasers or the Representative to recirculate to Trustee as custodian for The Depository Trust Company (“DTC”) against payment by or on behalf of the public copies Initial Purchasers of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company purchase price therefore, by wire transfer of in immediately available funds to a bank such account specified by or accounts as the Company against delivery shall specify to the Representatives for Initial Purchasers prior to the respective accounts of the UnderwritersClosing Date, with any transfer taxes payable in connection with the sale of by causing DTC to credit the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt forInitial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and/or by additional definitive securities, and make payment will be registered, in the case of the purchase price for the Global Notes, that in the Underwriters have agreed to purchase. Xxxxxxx Xxxxx name of Cede & AssociatesCo. as nominee of DTC, Inc.and in the other cases, individually in such names and not in such denominations as the representative of Initial Purchasers shall request prior to 9:30 A. M., New York City time, on the Underwriters, may, but shall not be obligated to, make payment for any second business day preceding the Closing Date. The Notes to be purchased by any Underwriter whose funds shall delivered to the Initial Purchasers will be made available to the Initial Purchasers in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by business day next preceding the Closing Date, for Date or as otherwise agreed upon between the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementCompany and the Initial Purchasers.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters you of the Notes ------------------------------------------ and payment therefor for the Firm Notes shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPXxxxxx Inc., 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XX, XxxxxxxxxxXxx Xxxx, XX 00000 00000, at 10:00 a.m., New YorkA.M., New York City 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 second business day thereafter as the Representative shall designate by notice to the Company ________,1997 (the time and date of such closing are called the “"Closing Date”"). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between you and the Representative 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 (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 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 Option Closing Date for such Notes may be varied by agreement between you and the Company. The Company hereby acknowledges that circumstances under Firm Notes and any Additional Notes which the Representative you may provide notice elect to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative purchase will be delivered to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment you for the Notes shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company your several accounts 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, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for therefor in immediately available funds and registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the Notessecond business day preceding the Closing Date or any Option Closing Date, 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 case may be. The Notes to be purchased by any Underwriter whose funds delivered to you shall be made available to you in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by business day next preceding the Closing Date or the Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters you of the Notes ------------------------------------------ and payment therefor for the Firm Notes shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPXxxxxx Inc., 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XX, XxxxxxxxxxXxx Xxxx, XX 00000 00000, at 10:00 a.m., New YorkA.M., New York City 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 second business day thereafter as the Representative shall designate by notice to the Company __________________ ,1997 (the time and date of such closing are called the “"Closing Date”"). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between you and the Representative 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 (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 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 Option Closing Date for such Notes may be varied by agreement between you and the Company. The Company hereby acknowledges that circumstances under Firm Notes and any Additional Notes which the Representative you may provide notice elect to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative purchase will be delivered to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment you for the Notes shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company your several accounts 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, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for therefor in immediately available funds and registered in such names and in such denominations as you shall request prior to 1:00 P.M., New York City time, on the Notesthird business day preceding the Closing Date or the Option Closing Date, 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 case may be. The Notes to be purchased by any Underwriter whose funds delivered to you shall be made available to you in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by business day next preceding the Closing Date or the Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery At 11:00 A.M., New York City time, on June 21, 2005, 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, 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 Underwriters 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 the offices of Hunton Xxxxxxx Xxxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m., such location in New York, New York timeas shall be requested by the Representative. Delivery of the other documents shall be at the offices of Xxxxxx & Xxxxxxx LLP, on January 2500 Xxxxx Xxxxx Xxxxxx, 2022Xxxxx 0000, or such other placeXxxxxxxxxxx, time Xxxxxxxxx 00000-0000. This payment and date not later than 1:30 p.m.delivery is herein called the "Closing". The Notes delivered at the Closing shall be made available to the Trustee for the benefit of the Underwriters, New Yorkto facilitate a "Fast" closing through DTC, New York time, on the second at least one business day thereafter prior to the date of the Closing for purposes of inspection. The Notes shall be prepared and delivered as fully registered notes in authorized denominations and registered in such manner as the Representative shall designate by notice to have requested. Representations and Warranties of EdLinc, SLFC, the Company (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes Transferor, and the Closing Date may be varied by agreement between Transferor II. EdLinc, SLFC, the Representative Transferor, and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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 UnderwritersTransferor II represent and warrant to, with any transfer taxes payable in connection with the sale of the Notes to and agree with, the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, for its own account and for the accounts of the 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.that:

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters Initial Purchaser of and payment for the Notes and payment therefor shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPLxxxxx & Wxxxxxx LLP at Jxxx Hxxxxxx Tower, 0000 Xxxxxxxxxxxx 27th Floor, 200 Xxxxxxxxx Xxxxxx, XX, XxxxxxxxxxXxxxxx, XX 00000 00000, at 10:00 a.m., New YorkA.M., New York City time, on January 25July 31, 2022, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company 2015 (the time and date of such closing are called the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative Initial Purchaser and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the any Additional Notes shall be made to the Company against delivery of such Additional Notes for the account of the Initial Purchaser at 10:00 a.m., New York City time, on the Option Closing Date for such Additional Notes. The Notes will be delivered to the Initial Purchaser, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer of in immediately available funds funds, by causing DTC 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 credit the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, for its own account and for the accounts of the several Underwriters, to accept delivery Initial Purchaser at DTC. The Notes will be evidenced by one or more global securities in definitive form and will be registered in the name of and receipt for, and make payment Cede & Co. as nominee of the purchase price for the Notes, that the Underwriters have agreed to purchaseDTC. Xxxxxxx Xxxxx & Associates, Inc., individually and not as the representative of the Underwriters, may, but shall not be obligated to, make payment for any The Notes to be purchased by any Underwriter whose funds delivered to the Initial Purchaser shall be made available to the Initial Purchaser in New York City for inspection and packaging not have been received by later than 10:00 A.M., New York City time, on the Representative by business day next preceding the Closing Date or the Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters ------------------------------------------ Initial Purchaser of the Notes and payment therefor for the Firm Notes shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPXxxxxx Inc., 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XX, XxxxxxxxxxXxx Xxxx, XX 00000 00000, at 10:00 a.m., New YorkA.M., New York City time, on January 25September 10, 2022, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company 1997 (the time and date of such closing are called the “"Closing Date”"). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between the Representative 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 (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 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 Option Closing Date for such Additional Notes may be varied by agreement between the Initial Purchaser and the Company. The Company hereby acknowledges that circumstances under Firm Notes and any Additional Notes which the Representative Initial Purchaser may provide notice elect to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate purchase will be delivered to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company Initial Purchaser 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, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for therefor in immediately available funds. The Notes will be evidenced by a single global security in definitive form (the Notes"Global Debenture") and/or by additional definitive securities, that and will be registered, in the Underwriters have agreed to purchase. Xxxxxxx Xxxxx case of the Global Debenture, in the name of Cede & AssociatesCo. as nominee of The Depository Trust Company ("DTC"), Inc.and in the other cases, individually in such names and not in such denominations as the representative of Initial Purchaser shall request prior to 9:30 A. M., New York City time, on the Underwriterssecond business day preceding the Closing Date or any Option Closing Date, may, but shall not be obligated to, make payment for any as the case may be. The Notes to be purchased by any Underwriter whose funds delivered to the Initial Purchaser shall be made available to the Initial Purchaser in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by business day next preceding the Closing Date or the Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters Underwriter of the Notes and payment therefor for any series of Notes to be sold pursuant to the initial Terms Agreement shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPStroock & Stroock & Lavan, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 at 10:00 a.m.7 Hanover Square, 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 timeNY 10003, on the second business day thereafter as the Representative shall designate by notice to the Company xx 00:00 X.X., Xxx Xxxx Xxxx xxxx, xx _______, 000_ (the time and date of such closing are called the “"Initial Closing Date”"). The place of such closing for the Notes and the Initial Closing Date may be varied by agreement among the Underwriter, the Trust and the Company. Delivery to the Underwriter of and payment for any additional series of Notes to be purchased by the Underwriter shall be made at the aforementioned office at such time and on such dates (each, a "Subsequent Closing Date"), as shall be specified in the related Terms Agreements. The place of such a closing and a Subsequent Closing Date for such additional series of Notes may be varied by agreement between the Representative Underwriter, the Trust and the Company. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative to recirculate Notes will be delivered to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company by wire transfer of immediately available funds to a bank account specified by the Company Underwriter 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, for its own account and for the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for therefor to the Trust in Federal Funds, by wire, or such other form of payment as to which the parties may agree. Each Class of Notes will be evidenced by a single global security in definitive form and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, that in the Underwriters have agreed to purchase. Xxxxxxx Xxxxx name of Cede & AssociatesCo. as nominee of The Depository Trust Company ("DTC"), Inc.and in the other cases, individually in such names and not in such denominations as the representative of Underwriter shall request prior to 1:00 p.m., New York City time, no later than the Underwritersbusiness day preceding the Closing Date or any Subsequent Closing Date, may, but shall not be obligated to, make payment for any as the case may be. The Notes to be purchased by any delivered to the Underwriter whose funds shall be made available to the Underwriter in New York City for inspection and packaging not have been received by later than 9:30 a.m., New York City time, on the Representative by business day next preceding the Initial Closing Date or a Subsequent Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of the Notes and payment therefor for the Firm Notes shall be made at the offices office of Hunton Xxxxxxx Xxxxx LLPSmitx Xxxxxx Xxx., 0000 Xxxxxxxxxxxx 388 Xxxxxxxxx Xxxxxx, XX, XxxxxxxxxxXxx Xxxx, XX 00000 at 00000, xx 10:00 a.m., New YorkA.M., New York City 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 second business day thereafter as the Representative shall designate by notice to the Company 1997 (the time and date of such closing are called the “"Closing Date”"). The place of closing for the Firm Notes and the Closing Date may be varied by agreement between you and the Representative Company. 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 Option Closing Date for such Notes may be varied by agreement between you and the Company. The Company hereby acknowledges that circumstances under Firm Notes and any Additional Notes which the Representative Underwriters may provide notice elect to postpone the Closing Date as originally scheduled include any determination by the Company or the Representative purchase will be delivered to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company 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, for its own account and you for the accounts of the several Underwriters, to accept delivery of and receipt for, and make Underwriters against payment of the purchase price for therefor by wire transfer in same-day funds and registered in such names and in such denominations as you shall request prior to 9:30 A.M., New York City time, on the Notessecond business day preceding the Closing Date or the Option Closing Date, 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 case may be. The Notes to be purchased by any Underwriter whose funds delivered to the Underwriters shall be made available to you in New York City for inspection and packaging not have been received by later than 9:30 A.M., New York City time, on the Representative by business day next preceding the Closing Date or the Option Closing Date, for as the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementcase may be.

Delivery of the Notes and Payment Therefor. Delivery to the Underwriters of Payment for the Notes and payment therefor shall be made at the offices office of Hunton Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxxxxxxxx 000 Xxxxxxxxx Xxxxxx, XXXxx Xxxx, XxxxxxxxxxXxx Xxxx 00000, XX 00000 at 10:00 a.m., New York(i) if the Merger has not been consummated by 1:00 p.m., New York City time, on January 25February 16, 2022, or such other place, time and date not later than 1:30 p.m., New York, New York time, on the second business day thereafter as the Representative shall designate by notice to the Company 2011 (the time and date of such closing are called 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 Closing Date, by payment of the 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 delivery of such Notes for the respective accounts of the several Initial Purchasers. For the avoidance of doubt, unless the Merger is consummated subsequent to the Closing Date, the Merger Date, as referred to herein, shall be the same date as the Closing Date. The place of closing for the Notes and the Closing Date may be varied by agreement between the Representative Initial Purchasers and the CompanyIssuer. The Company hereby acknowledges that circumstances under which Notes will be delivered to the Representative may provide notice to postpone the Closing Date as originally scheduled include any determination by the Company Initial Purchasers, or the Representative to recirculate to Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the public copies Initial Purchasers of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 13 hereof. Payment for the Notes shall be made to the Company purchase price therefor by wire transfer of in immediately available funds funds, by causing DTC 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 credit the Notes to the Underwriters duly paid by the Company. It is understood that the Representative has been authorized, for its own account and for the accounts of the several UnderwritersInitial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and will be registered, to accept delivery in the case of and receipt forthe Global Notes, in the name of Cede & Co. as nominee of DTC, and make payment of in the purchase price for the Notesother cases, that the Underwriters have agreed to purchase. Xxxxxxx Xxxxx & Associates, Inc., individually in such names and not in such denominations as the representative of Initial Purchasers shall request prior to 10:00 A.M., New York City time, on the Underwriters, may, but shall not be obligated to, make payment for any second business day preceding the Closing Date. The Notes to be purchased by any Underwriter whose funds delivered to the Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection and packaging not have been received by later than 10:00 A.M., New York City time, on the Representative by business day next preceding 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.