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

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of 99.83297% of the principal amount thereof, the respective principal amount of the Class A‑2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of 99.82499% of the principal amount thereof, the respective principal amount of the Class A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and (c) at a purchase price of 99.81712% of the principal amount thereof, the respective principal amount of the Class A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Offered Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on March 18th, 2020, (the “Closing Date”). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Offered Notes to be so delivered will be initially represented by one or more Offered Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, Trust: (ai) at a purchase price of 99.83297[_______]% of the principal amount thereof, the respective principal amount of the Class A‑2 A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (bii) at a purchase price of 99.82499[_______]% of the principal amount thereof, the respective principal amount of the Class A‑3 A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and [,] [and] (ciii) at a purchase price of 99.81712[_______]% of the principal amount thereof, the respective principal amount of the Class A‑4 A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto[ and (iv) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes, if any, set forth opposite the name of such Underwriter in Schedule I hereto [(it being understood that only [____________] will purchase Class B Notes)]]. Delivery of and payment for the Offered Notes shall be made at the office of Sidley Austin Brown & Austin Wood LLP, 000 787 Seventh Avenue, New York, New York 10000, xx ________, 000__ (xxx "Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on March 18th, 2020, (the “Closing Date”"). Delivery of the Offered Xxxxxxxx xx xxx Xxxxxxx Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the DepositorSeller. The Offered Notes to be so delivered will be represented initially represented by one or more Offered Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances set forth in the Indenturecircumstances.

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, Trust: (ai) at a purchase price of 99.83297[_______]% of the principal amount thereof, the respective principal amount of the Class A‑2 A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (bii) at a purchase price of 99.82499[_______]% of the principal amount thereof, the respective principal amount of the Class A‑3 A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and [,][ and] (ciii) at a purchase price of 99.81712[_______]% of the principal amount thereof, the respective principal amount of the Class A‑4 A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto[ and (iv) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes, if any, set forth opposite the name of such Underwriter in Schedule I hereto [(it being understood that only [____________] will purchase Class B Notes)]]. Delivery of and payment for the Offered Notes shall be made at the office of Sidley Austin Brown & Austin Wood LLP, 000 Xxxxxxx Xxxxxx787 Seventh Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York 10000, on March 18thxx ________, 2020, 000__ (the “"Closing Date”"). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the DepositorSeller. The Offered Notes to be so delivered will be represented initially represented by one or more Offered Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances set forth in the Indenturecircumstances.

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, Trust: (ai) at a purchase price of 99.83297[_______]% of the principal amount thereof, the respective principal amount of the Class A‑2 A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (bii) at a purchase price of 99.82499[_______]% of the principal amount thereof, the respective principal amount of the Class A‑3 A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and [,][ and] (ciii) at a purchase price of 99.81712[_______]% of the principal amount thereof, the respective principal amount of the Class A‑4 A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto[ and (iv) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes, if any, set forth opposite the name of such Underwriter in Schedule I hereto [(it being understood that only [____________] will purchase Class B Notes)]]. Delivery of and payment for the Offered Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx787 Seventh Avenue, Xxx XxxxNew York, Xxx Xxxx 00000New York 10019, on March 18th________, 2020, 200__ (the “Closing Date”xxx "Xxxxxxx Xxxx"). Delivery of the Offered Xxxxxxxx xx xxx Xxxxxxd Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the DepositorSeller. The Offered Notes to be so delivered will be represented initially represented by one or more Offered Notes notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances set forth in the Indenturecircumstances.