Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) or at such other time not later than seven full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx Xxxxx & XxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx Dxxxx & LxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On Upon the Closing Dateexecution of the applicable Terms Agreement, on the Seller agrees with the Underwriters as follows: (a) Subject to the terms and conditions herein set forth and in the applicable Terms Agreement, the Seller agrees to sell and deliver the Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations, representations and warranties and agreements contained in this Agreementherein contained, but subject to the terms and conditions set forth in this Agreementhereinafter stated, the Depositor agrees to sell to the Underwriters, and the Underwriters agreepurchase, severally and not jointly, to purchase from the Depositor, Seller the respective principal amounts amount of the Publicly Registered Notes set forth opposite such Underwriter’s name in the applicable Terms AnnexAgreement. The Publicly Registered Notes will are to be purchased by the Underwriters at the purchase prices price(s) set forth in such Terms Agreement. (b) The Seller understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after the Registration Statement and this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) Unless otherwise provided in the applicable Terms Annex. Payment Agreement, payment for the Publicly Registered Notes will shall be made to the Depositor Seller or to its order by wire transfer of immediately available same day funds at 10:00 a.m.A.M., New York City time, on the closing date specified in the Terms Annex Closing Date (the “Closing Date”) as hereinafter defined), or at such other time on the same or such other date, not later than seven full the fifth Business Days after such specified closing date Day thereafter, as the Representatives Representative and the Depositor Seller may determineagree upon in writing. Payment The time and date of such payment for the Publicly Registered Notes will are referred to herein as the “Closing Date.” As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. (d) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made against delivery to the Representatives, Representative for the account respective accounts of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each several Underwriters of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the Co. as nominee of The Depository Trust Company (“DTC”)and in such denominations as the Representative shall request in writing not later than two full Business Days prior to the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Seller. The interests of beneficial owners of the Publicly Registered Notes will be represented made available for inspection and packaging by book entries the Representative at the office of XxXxx Xxxxxx LLP not later than 1:00 P.M., New York City time, on the records of DTC and its participating membersBusiness Day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees Depositor[s] agree[s] to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the DepositorDepositor[s], the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor Depositor[s] or to its their order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor Depositor[s] may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP[___________], New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees Depositors agree to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the DepositorDepositors, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor Depositors or to its their order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor Depositors may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx Dxxxx & LxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for of the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Exempt Notes will be made against delivery to the Exempt Note Underwriters at the office of Skadden, Arps, Slate, Meagher & Flom LLP at 9:00 a.m., New York time, on the Closing Date, axx xxxxent xxx the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLPSkadden, New YorkArps, New YorkSlate, Meagher & Flom LLP on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be delxxxxxx wilx xx initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s name in the Terms AnnexAnnex in conformity with the requirements of the Indenture. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s 's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “"Closing Date”") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLPSkadden, New YorkArps, New YorkSlate, Xxxxxxx & Xxxx LLP on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementcovenants herein contained, but and subject to the terms and conditions herein set forth in this Agreementforth, the Depositor Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Depositor, Company the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto (plus any additional principal amount of the Terms Annex. The Publicly Registered Notes will be purchased by which such Underwriter may become obligated to purchase pursuant to the Underwriters provisions of Section 11 hereof) at a purchase price of 99.268% of the purchase prices set forth in principal amount thereof, plus accrued interest (if any) to the Terms AnnexClosing Date (as defined below). Payment for the Publicly Registered Notes will to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Depositor or Representatives. Such payment and delivery are to its order by wire transfer be made at the offices of immediately available funds Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) December 16, 2019 or at such other time not later than seven full Business Days after such specified closing and date thereafter as the Representatives and the Depositor may determineCompany shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Publicly Registered The Notes will be made against delivery to the Representativesevidenced by separate definitive global certificates in book entry form, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes fully registered in the name of Cede & Co., the as nominee of for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Publicly Registered Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and its participating membersthe Company shall agree.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementcovenants herein contained, but and subject to the terms and conditions herein set forth in this Agreementforth, the Depositor Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Depositor, Company the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto (plus any additional principal amount of the Terms Annex. The Publicly Registered Notes will be purchased by which such Underwriter may become obligated to purchase pursuant to the Underwriters provisions of Section 11 hereof) at a purchase price of 98.869% of the purchase prices set forth in principal amount thereof, plus accrued interest (if any) to the Terms AnnexClosing Date (as defined below). Payment for the Publicly Registered Notes will to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Depositor or Representatives. Such payment and delivery are to its order by wire transfer be made at the offices of immediately available funds Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) March 25, 2021 or at such other time not later than seven full Business Days after such specified closing and date thereafter as the Representatives and the Depositor may determineCompany shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Publicly Registered The Notes will be made against delivery to the Representativesevidenced by separate definitive global certificates in book entry form, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes fully registered in the name of Cede & Co., the as nominee of for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Publicly Registered Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and its participating membersthe Company shall agree.

Purchase, Sale and Delivery of the Notes. On the Closing DateThe Depositor hereby agrees, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreementhereof, the Depositor agrees to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the Underwriters basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto. At the Terms Annextime of issuance of the Notes, the Mortgage Loans will be sold by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. The Publicly Registered Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes will to be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes each Underwriter will be made to delivered by the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex each Underwriter (the “Closing Date”) or at such other time not later than seven full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will which delivery shall be made against delivery to through the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the Depositor, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on January 30, 2007 or at such other time thereafter as the Underwriters and the Depositor determine (such time being herein referred to as the “Closing Date”). The interests of beneficial owners of the Publicly Registered Notes will be represented prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Depositor agrees to have the Notes available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and its participating membersbusiness day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the Closing DateThe Depositor hereby agrees, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreementhereof, the Depositor agrees to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the Underwriters basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule A hereto. At the Terms Annextime of issuance of the Notes, the Mortgage Loans will be sold by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. The Publicly Registered Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes will to be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes each Underwriter will be made to delivered by the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex each Underwriter (the “Closing Date”) or at such other time not later than seven full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will which delivery shall be made against delivery to through the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the Depositor, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on June 29, 2006 or at such other time thereafter as the Underwriters and the Depositor determine (such time being herein referred to as the “Closing Date”). The interests of beneficial owners of the Publicly Registered Notes will be represented prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Depositor agrees to have the Notes available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and its participating membersbusiness day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementherein contained, but subject to the terms and conditions herein set forth in this Agreementforth, the Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Depositor, Trust the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name in Underwriter on Schedule I, at a purchase price (the Terms Annex“Purchase Price”) equal to “Price $” as specified on Schedule II hereto. The Publicly Registered Delivery of and payment for the Notes will shall be purchased by the Underwriters made at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606 at or to its order by wire transfer of immediately available funds at 10:00 a.m., about 11:00 a.m. (New York City time) on September 21, 2016 (or at such other place and time on the closing same or other date specified as shall be agreed to in writing by the Terms Annex (Representative and the Depositor, the “Closing Date”) ). Delivery of one or at such other time not later than seven full Business Days after such specified closing date as more global notes representing the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will shall be made against delivery payment of the aggregate purchase price in immediately available funds drawn to the Representatives, for the account order of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing DateDepositor. Each of the Publicly Registered Notes The global notes to be so delivered will shall be initially represented by one or more notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes representing the Notes will be available only under limited circumstances, as described in the Prospectus. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only the execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative prior to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Notes from the Trust. Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes and until all Permitted Liens have been released prior to the cut-off time for DTC settlement on the Closing Date, the Trust will not be entitled to the Payment and the Depositor shall cause the Trust to return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust, the Depositor agrees to pay, or otherwise cause the Trust to pay, to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that the Representative or any Underwriter, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its participating membersor their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter’s name in the Terms AnnexAnnex in conformity with the requirements of the Indenture. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx _________ LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementcovenants herein contained, but and subject to the terms and conditions herein set forth in this Agreementforth, the Depositor Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the DepositorCompany, the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the Terms Annexprovisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). The Publicly Registered Payment of the purchase price for, and delivery of certificate(s) for, the Notes will shall be purchased by the Underwriters made at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer offices of immediately available funds UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m., a.m. New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) March 15, 2010 or at such other time not later than seven full Business Days after such specified closing and date thereafter as the Representatives and the Depositor may determineCompany shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Publicly Registered Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Notes to the Underwriters. The Notes will be made against delivery to the Representativesevidenced by a single definitive global certificate in book entry form, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes fully registered in the name of Cede & Co., the as nominee of for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Publicly Registered Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and its participating membersthe Company shall agree.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementcovenants herein contained, but and subject to the terms and conditions herein set forth in this Agreementforth, the Depositor Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Depositor, Company the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule I hereto (plus any additional principal amount of the Terms Annex. The Publicly Registered Notes will be purchased by which such Underwriter may become obligated to purchase pursuant to the Underwriters provisions of Section 11 hereof) at a purchase price of 98.841% of the purchase prices set forth in principal amount thereof, plus accrued interest (if any) to the Terms AnnexClosing Date (as defined below). Payment for the Publicly Registered Notes will to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Depositor or Representatives. Such payment and delivery are to its order by wire transfer be made at the offices of immediately available funds Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) June 30, 2020 or at such other time not later than seven full Business Days after such specified closing and date thereafter as the Representatives and the Depositor may determineCompany shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Publicly Registered The Notes will be made against delivery to the Representativesevidenced by separate definitive global certificates in book entry form, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes fully registered in the name of Cede & Co., the as nominee of for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Publicly Registered Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and its participating membersthe Company shall agree.