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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.79035% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.67879% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A‑2 Notes, 99.8000099.79877% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74278% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.68970% of the aggregate principal amount thereof. The Class A‑2a A-1 Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000441,000,000, $80,000,000622,000,000, $428,000,000 508,200,000 and $156,490,000 135,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A‑2 Notes, 99.8000099.79923% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74787% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.69357% of the aggregate principal amount thereof. The Class A‑2a A-1 Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000325,000,000, $80,000,000544,000,000, $428,000,000 544,000,000 and $156,490,000 147,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A-2 Notes, 99.7903599.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-3 Notes, 99.8000099.74567% of the aggregate principal amount thereof, thereof and (iii) in the case of the Class A‑3 A-4 Notes, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.67011% of the aggregate principal amount thereof. The Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes will initially be represented by four three notes respectively representing $397,000,000352,000,000, $80,000,000, $428,000,000 395,000,000 and $156,490,000 117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Deutsche Bank National Association Trust Company Americas in the The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a [____] Notes, 99.79035[____]% of the aggregate principal amount thereof, thereof and (ii) in the case of the Class A‑2b [____] Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.67879[____]% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 [____] Notes and the Class A‑4 [____] Notes will initially be represented by four [two] notes respectively representing $397,000,000, $80,000,000, $428,000,000 [___________] and $156,490,000 [___________] aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association [___________________________] in the The City of New York [________] at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Seller, the respective aggregate principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I 1 hereto. . (b) The Underwritten Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A‑2a A-1 Notes, 99.7903599.86000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2 Notes, 99.8000099.81653% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.73931% of the aggregate principal amount thereof thereof, and (iv) in the case of the Class A‑4 A-4 Notes, 99.6787999.71834% of the aggregate principal amount thereof. The Class A‑2a Notes. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Class A-2b NotesSeller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Class A‑3 Notes Seller and the Class A‑4 Servicer, on September 28, 2022, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York Company (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates Definitive securities evidencing the DTC Notes will be made available for checking and packaging at only under the office of U.S. Bank National Association limited circumstances set forth in the City of New York at least 24 hours prior to the Closing DateIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79445% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74851% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.67149% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000367,000,000, $80,000,000220,634,000, $428,000,000 454,000,000 and $156,490,000 128,366,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A-2a Notes, 99.7903599.79326% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.74459% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 A-4 Notes, 99.6787999.69165% of the aggregate principal amount thereof. The Class A‑2a A-2a Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes will initially be represented by four notes respectively representing $397,000,000120,000,000, $80,000,000280,000,000, $428,000,000 360,000,000 and $156,490,000 103,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Deutsche Bank National Association Trust Company Americas in the The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.78978% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74885% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.69745% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000468,680,000, $80,000,000126,320,000, $428,000,000 518,000,000 and $156,490,000 153,250,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79892% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.73405% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.68397% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000546,600,000, $80,000,00075,000,000, $428,000,000 516,600,000 and $156,490,000 126,040,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A-2 Notes, 99.7903599.79936% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-3 Notes, 99.8000099.73152% of the aggregate principal amount thereof, thereof and (iii) in the case of the Class A‑3 A-4 Notes, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.68734% of the aggregate principal amount thereof. The Class A‑2a A-2 Notes, the Class A-2b Notes, the Class A‑3 A-3 Notes and the Class A‑4 A-4 Notes will initially be represented by four three notes respectively representing $397,000,000560,000,000, $80,000,000, $428,000,000 480,000,000 and $156,490,000 165,250,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Deutsche Bank National Association Trust Company Americas in the The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79564% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74766% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.67713% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four five notes respectively representing $397,000,000372,600,000, $80,000,000200,650,000, $428,000,000 573,250,000 and $156,490,000 158,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank Trust Company, National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79092% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.73178% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.69604% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000393,000,000, $80,000,000195,000,000, $428,000,000 590,500,000 and $156,490,000 97,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A‑2 Notes, 99.8000099.79918% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.73144% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.68395% of the aggregate principal amount thereof. The Class A‑2a A-1 Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000331,000,000, $80,000,000574,000,000, $428,000,000 638,500,000 and $156,490,000 162,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79818% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74489% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.67722% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000361,000,000, $80,000,000129,000,000, $428,000,000 490,000,000 and $156,490,000 134,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Deutsche Bank National Association Trust Company Americas in the The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Seller, the respective aggregate principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I 1 hereto. 7 (Nissan 2014-A Underwriting Agreement) (b) The Underwritten Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A‑2a A-1 Notes, 99.7903599.87000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2 Notes, 99.8000099.83610% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.72690% of the aggregate principal amount thereof thereof, and (iv) in the case of the Class A‑4 A-4 Notes, 99.6787999.67474% of the aggregate principal amount thereof. The Class A‑2a Notes. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Class A-2b NotesSeller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Class A‑3 Notes Seller and the Class A‑4 Servicer, on February 19, 2014, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York Company (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates Definitive securities evidencing the DTC Notes will be made available for checking and packaging at only under the office of U.S. Bank National Association limited circumstances set forth in the City of New York at least 24 hours prior to the Closing DateIndenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Seller, the respective aggregate principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I 1 hereto. 7 (Nissan 2015-A Underwriting Agreement) (b) The Underwritten Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A‑2a A-1 Notes, 99.7903599.87000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2 Notes, 99.8000099.83496% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.72898% of the aggregate principal amount thereof thereof, and (iv) in the case of the Class A‑4 A-4 Notes, 99.6787999.68798% of the aggregate principal amount thereof. The Class A‑2a Notes. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Class A-2b NotesSeller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Class A‑3 Notes Seller and the Class A‑4 Servicer, on April 14, 2015, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York Company (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates Definitive securities evidencing the DTC Notes will be made available for checking and packaging at only under the office of U.S. Bank National Association limited circumstances set forth in the City of New York at least 24 hours prior to the Closing DateIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a Notes, 99.7903599.79225% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74433% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.69837% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000179,500,000, $80,000,000179,500,000, $428,000,000 401,000,000 and $156,490,000 107,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Deutsche Bank National Association Trust Company Americas in the The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2 Notes, 99.8000099.79261% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.74278% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.67801% of the aggregate principal amount thereof. The Class A‑2a A‑1 Notes, the Class A-2b A-2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four six notes respectively representing $397,000,000435,000,000, $80,000,000623,700,000, $428,000,000 514,500,000 and $156,490,000 133,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A‑2 Notes, 99.8000099.79816% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.7382399.73923% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.69504% of the aggregate principal amount thereof. The Class A‑2a A-1 Notes, the Class A-2b A‑2 Notes, the Class A‑3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000326,000,000, $80,000,000546,000,000, $428,000,000 546,000,000 and $156,490,000 142,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Seller, the respective aggregate principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I 1 hereto. 7 (Nissan 2014-B Underwriting Agreement) (b) The Underwritten Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A‑2a A-1 Notes, 99.7903599.87000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A-2 Notes, 99.8000099.83463% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.75678% of the aggregate principal amount thereof thereof, and (iv) in the case of the Class A‑4 A-4 Notes, 99.6787999.68494% of the aggregate principal amount thereof. The Class A‑2a Notes. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Class A-2b NotesSeller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Class A‑3 Notes Seller and the Class A‑4 Servicer, on December 10, 2014, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York Company (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates Definitive securities evidencing the DTC Notes will be made available for checking and packaging at only under the office of U.S. Bank National Association limited circumstances set forth in the City of New York at least 24 hours prior to the Closing DateIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A‑2a A‑1 Notes, 99.7903599.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b A‑2 Notes, 99.8000099.79596% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 A-3 Notes, 99.7382399.74995% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.6787999.66668% of the aggregate principal amount thereof. The Class A‑2a A-1 Notes, the Class A-2b A‑2 Notes, the Class A‑3 A-3 Notes and the Class A‑4 Notes will initially be represented by four notes respectively representing $397,000,000326,700,000, $80,000,000550,000,000, $428,000,000 550,000,000 and $156,490,000 133,300,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank Trust Company, National Association in the City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Resources and the Seller agrees Depositor jointly and severally agree to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust: the Series 1999A-1 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-1 Notes; the Series 1999A-2 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-2 Notes; the Series 1999A-3 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-3 Notes; the Series 1999A-4 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-4 Notes; the Series 1999A-5 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-5 Notes; the Series 1999A-6 Notes, at a purchase price of 99.675% of the principal amount of the Series 1999A-6 Notes; and the Series 1999B-1 Notes at a purchase price of 99.675% of the principal amount of the Series 1999B-1 Notes, the respective principal amounts of the Underwritten each Series of Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are will bear interest at the rates as set forth in Schedule I. (b) No later than 12:00 noon, Cincinnati time, on October 28, 1999, or at such other time or on such earlier or later date as shall have been mutually agreed upon by the Depositor and the Representative, the Depositor shall deliver, or cause to be purchased at delivered the Notes to the Indenture Trustee to be held in its custody pursuant to a FAST delivery arrangement with and on behalf of The Depository Trust Company ("DTC") which Notes shall be in form satisfactory to the Representative duly executed by the Co-owner Trustee on behalf of the Trust, and shall deliver a specimen copy of each executed and authenticated Note to the Representative together with the other documents hereinafter mentioned; and the Representative shall accept such delivery for the respective accounts of the Underwriters and the Underwriters shall pay the purchase price equal of the Notes as set forth in Schedule I by wire transfer in clearinghouse funds to the Indenture Trustee for the account of the Depositor. Such payment and delivery is herein called the "Closing," and the date of the Closing is herein called the "Closing Date." The Notes (i) one Note for each series in the case of the Class A‑2a Notes, 99.79035% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73823% of the aggregate respective principal amount thereof unless otherwise required by the rules and (ivregulations of DTC) in shall be made available to the case of Representative for checking and delivery to the Class A‑4 Notes, 99.67879% of Indenture Trustee not less than 24 hours prior to the aggregate principal amount thereofClosing at a place designated by the Representative. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes may be typewritten and the Class A‑4 Notes will initially shall be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes registered in the name of Cede & Co., Co. The Depositor and the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners Co-Owner Trustee on behalf of the Trust will file with DTC a DTC Letter of Representation, together with any rider and/or supplement thereto, required by DTC to permit the Notes will to be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified held in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts custody of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment Indenture Trustee pursuant to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of U.S. Bank National Association in the City of New York at least 24 hours prior to the Closing Datea FAST delivery arrangement.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of 99.81% of the principal amount of the Class A-1 Notes, at a purchase price of 99.65% of the principal amount of the Class A-2 Notes, and at a purchase price of 100% of the principal amount of the Class M Notes the respective principal amounts of the Underwritten each class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are In addition, the Seller agrees to cause the Underwriters to be purchased at a purchase price equal to (i) paid an aggregate structuring fee in connection with the case structuring of the Class A‑2a Notes, 99.79035% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A‑4 Notes, 99.67879% of the aggregate principal amount thereof. The Class A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class A‑4 Certificates of $914,500.00. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, on Septexxxx 29, 1900, xx xx xxxx xxxxx xxxx xxx xxxxx xxxx seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially be represented by four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount one or more Notes of the Notes each class registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York Company (“"DTC”) (the “DTC Notes”"). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Definitive Notes will be made available for checking and packaging at only under the office of U.S. Bank National Association limited circumstances specified in the City of New York at least 24 hours prior to the Closing DateIndenture.