Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as and AHFC herein on the Closing Date, to the accuracy of the date statements of Company and AHFC officers made pursuant to the provisions hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company and AHFC of its covenants and other their respective obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be hereunder are subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof accuracy, as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date and the Second Closing Date (as though then if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the timely performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 Seller and the Servicer herein on the date hereof as and at the Closing Date, to the accuracy of the date statements of officers of the Seller and the Servicer made pursuant to the provisions hereof, as to the performance by the Seller and the Servicer of the Initial Sale Time, and as of the Closing Date as though then made their respective obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof 2 hereof, in each case as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by each of the Company of its covenants and other obligations hereunderhereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Underwritten Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as and AHFC herein on the Closing Date, to the accuracy of the date statements of Company and AHFC officers made pursuant to the provisions hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company and AHFC of its covenants and other their respective obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Obligors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company Obligors of its their respective covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Senior Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, Applicable Time and as of the Closing Date Date, as though then made made, and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Parent Guarantor and the Issuer set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date Date, as though then made and to the timely performance by each of the Company Parent Guarantor and the Issuer of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Transaction Parties set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date Date, as though then made and to the timely performance by the Company each Transaction Party of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Shares as provided herein on the Closing Date and each applicable Date of Delivery, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth and the Forward Sellers in Section Sections 1 hereof and 2, respectively, hereof, as of the date hereof, as of the Initial Sale Applicable Time, and as of the Closing Date and each applicable Date of Delivery, as though if then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions; subject, in each case, to the right of the Underwriters to waive any such condition as they believe appropriate:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Mortgage Bonds as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Issuer set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date Date, as though then made and to the timely performance by the Company Issuer of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be hereunder are subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof accuracy, as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date and each Option Closing Date (as though then if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the timely performance by the Company of its covenants and other the obligations hereunder, hereunder and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by each of the Company and the Guarantors of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof 2 hereof, in each case as of the date hereof, as of the Initial Sale TimeClosing Date, and as of the Closing Date as though then made and made, to the timely performance by each of the Company of its covenants and other obligations hereunderhereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Bonds as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 7 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the each Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunderhereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Initial Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Shares as provided herein on the Closing Date and each applicable Date of Delivery, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth and the Forward Sellers in Section Sections 1 hereof and 2, respectively, hereof, as of the date hereof, as of the Initial Sale Time, and as of the Closing Date and each applicable Date of Delivery, as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Notes as provided herein Units on the Closing Date shall be as provided herein is subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of Company, the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Issuers and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company Issuers and the Guarantors of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Common Shares as provided herein on the Closing Date and, if applicable, each Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters hereunder to purchase and pay for the Notes Securities as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date Date, as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Companies and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company Companies and the Guarantors of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof hereof, as of the date hereof, as of the Initial Sale Time, Applicable Time and as of the Closing Date Date, as though if then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Securities as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date Date, as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Subsidiary Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company and the Subsidiary Guarantors of its their respective covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Shares as provided herein on the Closing Date or the Option Closing Date shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date or the Option Closing Date as though then made and to made; (2) the timely performance by the Company of its covenants and other obligations hereunder, ; and to (3) each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof herein as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made, to the accuracy of the statements of the Company made and in any certificates pursuant to the provisions hereof, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be hereunder are subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof accuracy, as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date and each Option Closing Date (as though then if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company contained herein, to the timely performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, Time and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date and any Option Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date and any Option Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof made herein as of the date hereofof this Agreement and the Closing Date, as to the accuracy of the Initial Sale Timestatements of officers made pursuant hereto, and as of the Closing Date as though then made and to the timely performance by the Company Seller and the Bank of its covenants and other their obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof made herein as of the date hereofof this Agreement and the Closing Date, as to the accuracy of the Initial Sale Timestatements of officers made pursuant hereto, and as of the Closing Date as though then made and to the timely performance by the Company Seller and SC USA of its covenants and other their obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase use their best efforts to offer and pay sell the Units for the Notes Company as provided herein on the Closing Date and each Subsequent Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 2 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and as of each Subsequent Closing Date as though then made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, Time and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Subsidiary Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes and the Guarantees as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of each of the Company and the Guarantor set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by each of the Company and the Guarantor of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be hereunder are subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof accuracy, as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date and each Option Closing Date (as though then if made at such Closing Date), of and compliance with all representations, warranties and agreements of the Company and the Selling Shareholder contained herein, to the timely performance by the Company and the Selling Shareholder of its covenants and other the obligations hereunder, hereunder and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Offered Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as (including any representation and warranty set forth in any certificate of the date hereof, as officer of the Initial Sale Time, and as Company or the Guarantor) on the part of each of the Closing Company and the Guarantor on each Representation Date as though then made and to the timely performance by each of the Company and the Guarantor of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Offered Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Issuers set forth in Section Sections 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company Issuers of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof herein as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date with the same force and effect as though then if made and as of that date, to the timely performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Depositary Shares as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date Date, as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of herein on the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and Date, to the timely accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof 2 hereof, in each case as of the date hereof, as of the Initial Sale Time, hereof and as of the each Closing Date as though then made and made, to the timely performance by each of the Company of its covenants and other obligations hereunderhereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Underwritten Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 Seller and the Servicer herein on the date hereof as and at the Closing Date, to the accuracy of the date statements of officers of the Seller and the Servicer made pursuant to the provisions hereof, as to the performance by the Seller and the Servicer of the Initial Sale Time, and as of the Closing Date as though then made their respective obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on a several and not joint basis on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, Time and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company and the Guarantors of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Securities as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Issuers and the Guarantor set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company Issuers and the Guarantor of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Shares as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Partnership set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then Date, to the accuracy of the statements of the Company and the Partnership made and in any certificates pursuant to the provisions hereof, to the timely performance by the Company and the Partnership of its their respective covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof herein as of the date hereof, as of the Initial Sale Time, Applicable Time and as of the Closing Date as though then made and to the timely accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company Issuer set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company Issuer of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Shares as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunderhereunder (to the extent they are to be performed by the Closing Date), and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Securities as provided herein on the First Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof 2 hereof, in each case as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by each of the Company of its covenants and other obligations hereunderhereunder on and as of such dates, and to each of the following additional conditions::

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes pursuant to this Underwriting Agreement are subject to (1) the accuracy on and as provided herein on of the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as Companies herein contained, (2) the accuracy of the date hereof, as statements of officers of the Initial Sale TimeCompanies made pursuant hereto, (3) the performance by the Companies of all of their respective obligations hereunder, and the performance by the Companies of all of their respective obligations under the Agreements, and (4) the following conditions as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsDate:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Shares as provided herein on the Closing Date and, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Operating Partnership set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and and, to the timely performance by the Company and the Operating Partnership of its their covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for any of the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of Goss herein, to the Company set forth in Section 1 hereof as accuxxxx of the date statements of officers of Goss made pursuant to thx xxovisions hereof, as to the performance by Goss of the Initial Sale Time, and as of the Closing Date as though then made its obligations xxxxunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Securities as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereundermade, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof herein (as though made on the Closing Date), to the accuracy of the date statements of Company officers made pursuant to the provisions hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of each of its covenants and other obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters hereunder to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date Date, as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 Seller and the Servicer herein on the date hereof as and at the Closing Date, to the accuracy of the date statements of officers of the Seller and the Servicer made pursuant to the provisions hereof, as to the performance by the Seller and the Servicer of the Initial Sale Time, and as of the Closing Date as though then made their respective obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:conditions precedent: (NAROT 2023-B Underwriting Agreement)

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy accuracy, as of the date hereof and as of the Closing Date, of the representations and warranties on the part of the Company set forth in Section 1 hereof as Seller herein, to the accuracy of the date hereof, as written statements of officers of the Initial Sale TimeSeller and Wellx Xxxgo made pursuant to the provisions of this Section, and as to the performance by the Seller of the Closing Date as though then made its obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantor set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company and the Guarantor of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and Delhaize America set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing each Representation Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to (x) the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to made, (y) the timely performance by the Company of its covenants and other obligations hereunder, and to (z) each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then respectively made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes Units as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The several obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as herein, to the accuracy of the date statements of Company officers made pursuant to the provisions hereof, as of the Initial Sale Time, and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, hereunder and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunderunder this Agreement and the Indenture, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy, as provided herein on of the date hereof and as of the Closing Date shall be subject Date, of the representations and warranties of the Seller herein, to the accuracy of the representations and warranties on the part written statements of officers of the Company set forth in Section 1 hereof as Seller and Wellx Xxxgo made pursuant to the provisions of this Section, to the date hereof, as performance by the Seller of the Initial Sale Time, and as of the Closing Date as though then made its obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Shares as provided herein on the Closing Date Date, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the Closing Date as though then made and made, to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Notes Offered Shares as provided herein on the First Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, hereof and as of the First Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes as provided herein on the Closing Date shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 1 Transferor and the Servicer herein on the date hereof as and at the Closing Date, to the accuracy of the date statements of officers of the Transferor and the Servicer made pursuant to the provisions hereof, as to the performance by the Transferor and the Servicer of the Initial Sale Time, and as of the Closing Date as though then made their respective obligations hereunder and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditionsconditions precedent: