The First Closing Date Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [•], or such other time and date not later than 1:30 p.m. New York City time, on [•] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.
First Closing The First Closing shall have occurred.
Additional Closings (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.
Closings Each Closing shall take place on the Advance Settlement Date in accordance with the procedures set forth below. In connection with each Closing, the Company and the Investor shall fulfill each of its obligations as set forth below: (a) Within one (1) Trading Day after the expiration of the Pricing Period applicable with respect to an Advance Notice, the Investor shall deliver to the Company a written document (each a “Settlement Document”) setting forth: (i) the amount of the Advance (taking into account any adjustments pursuant to Section 2.1 above); (ii) the Purchase Price; (iii) the Market Price (as supported by a report by Bloomberg L.P. indicating the VWAP for each of the Trading Days during the Pricing Period); and (iv) the number of Shares to be issued and subscribed for in connection with the applicable Advance (which in no event will be greater than the Ownership Limitation or the Registration Limitation), in each case taking into account the terms and conditions of this Agreement. The Settlement Document shall be in the form attached hereto as Exhibit “B”. (b) Upon receipt of the Settlement Document with respect to each Advance, the Company shall, by promptly (and in any event not later than one (1) Trading Day after receipt) signing the Settlement Document and returning it to the Investor, confirm that it has obtained all permits and qualifications, if any, required for the issuance and transfer of the Shares applicable to such Advance, or shall have the availability of exemptions therefrom, and that the sale and issuance of such Shares shall be legally permitted by all laws and regulations to which the Company is subject. Execution of the Settlement Document by the Company shall also be deemed a representation by the Company that all conditions to an Advance under Article VII have been fully satisfied in all material respects as of each Condition Satisfaction Date. (c) On each Advance Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer such number of Shares registered in the name of the Investor as shall equal: (i) the amount of the Advance specified in such Advance Notice and confirmed in the Settlement Document signed by the Company (as may be reduced according to the terms of this Agreement); divided by (ii) the Purchase Price, by crediting the Investor’s account or its designee’s account at the Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto (which in all cases shall be freely tradable, registered shares in good deliverable form, covered by an effective Registration Statement pursuant to which the Investor is permitted to resell such Shares) against payment of the Purchase Price in same day funds to an account designated by the Company. In the event the Shares cannot be delivered through the Deposit Withdrawal Agent Commission System, then the Company shall cause its transfer agent, on each Advance Settlement Date, to issue and surrender to a common carrier for overnight delivery to the Investor, certificates, registered in the name of the Investor or its designees, representing the Shares applicable to such Advance. No fractional shares shall be issued, and any fractional amounts shall be rounded to the next higher whole number of Shares. Any certificates evidencing Shares delivered pursuant hereto shall be free of restrictive legends. (d) On or prior to the Advance Settlement Date, each of the Company and the Investor shall deliver to the other, as applicable, all documents, instruments and writings required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein.
Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.
Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.
School Closings 1. When regularly scheduled student attendance days are canceled due to weather or other emergencies all employees designated as 230 day or teacher work year + days to equal 230 (twelve month) employees shall be expected to work their regular shift. 2. When regularly scheduled student attendance days are canceled due to weather or other emergencies, employees who are less than 230 day or less than teacher work year + days to equal 230 (12-month) employees generally do not report to work and shall not be paid for the day if not worked. For said employees, pay for up to a maximum of 6 days may be received if an employee converts a sick day that was earned, prior to such a day that was cancelled, pursuant to Article 18, E. 3. If the days are required by law to be made up for State Aid or contracted obligations, such employees not working shall be scheduled to work on and be paid for the days later designated by the official school calendar, determined solely by the Board and in respect to other collective bargaining agreements, as make-up hours. If the canceled days do not count as days of instruction under the State Aid Act and the Board determines the canceled days should be rescheduled, such employees who did not work the canceled days shall be scheduled to work days designated on the official school calendar, determined solely by the Board, and be paid for the rescheduled days after working said days. Any employee who has begun work prior to the school closing will be paid the employee’s hourly rate for time worked prior to cancellation. In no event will employees receive less than two hours pay if they report for work prior to cancellation. As an exception to the above-referenced practice, less than 230 day or less than teacher work year + days to equal 230 employees working more than the teacher work year may voluntarily work when regularly scheduled student attendance days needing to be made up are canceled due to weather or other emergencies pursuant to the stipulations that follow: a. The supervisor, after receiving approval of the Human Resources department administration, may approve of the employee working the day; b. The day worked shall not result in any future non-workday that is a student attendance day; c. Approval of such a workday shall not result in or relate to any request for additional workdays later in the school year. This exception does not apply for any employee working the teacher work year (or less) or to 230 day or teacher work year + days to equal 230 employees. 3. On days when students are released early for weather or other emergencies in any or all buildings, employees shall work their regular shift unless hazardous or unhealthful conditions, as determined by the Superintendent, exist. In such circumstances employees shall be released when notified by the Superintendent. 4. Whenever the administration delays the start of classes at some or all of the buildings, employees shall be expected to work their regular hours. Should it be necessary to make up the day, employees will be paid for the additional day. 5. If an employee is unable to report to work due to inclement weather, she/he may use any emergency day or vacation leave time provided to her/him under the contract. 6. When conditions develop during a day requiring the early closing of the offices, all office employees will be paid for a regular workday for their category. 7. If school is canceled and the employee has been approved for a paid leave day, paid leave time will not be deducted. An employee on unpaid leave of any sort shall not be paid for any day that is canceled due to weather or other emergency as referenced in “2”.
The Closings The Closings shall take place as follows: (a) The initial closing of the transactions contemplated by this Agreement (the “Initial Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on September 23, 2013, or such other date or location as Buyer and Seller may mutually determine (the “Initial Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Initial Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Initial Closing itself or which, by their nature, cannot be satisfied until the Initial Closing, but subject to the satisfaction of such conditions at the Initial Closing). At the Initial Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) (i) any Unencumbered Property or (ii) any Encumbered Property in respect of which, in the case of this clause (ii), all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Initial Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Initial Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) both (A) Unencumbered Property and (B) any Encumbered Property that will not be transferred to Buyer at the Initial Closing pursuant to the foregoing clause (ii), the Parties shall take such actions as are reasonably necessary prior to the Initial Closing to (1) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Second Closing or the Third Closing or (2) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Initial Closing shall be deemed to have been consummated at 12:01 a.m. on the Initial Closing Date. Neither Party will need to be present at the Initial Closing, it being anticipated that the Parties will deliver the Initial Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Initial Closing Date. (b) The second closing of the transactions contemplated by this Agreement (the “Second Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on December 6, 2013, which date may be extended for up to 45 days by Seller in its sole discretion, by providing written notice to Buyer of such extension at least five (5) Business Days prior thereto, or otherwise such other date or location as Buyer and Seller may mutually determine (the “Second Closing Date”), in each case, so long as all of the conditions to the obligations of the Parties to consummate the Second Closing as set forth in Article VII have been satisfied or waived as of such date (other than conditions with respect to actions the Parties shall take at the Second Closing itself or which, by their nature, cannot be satisfied until the Second Closing, but subject to the satisfaction of such conditions at the Second Closing). At the Second Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests of those Companies that own or have the right to use (or that own Purchased Subsidiaries which own or have the right to use) any Encumbered Property which was not transferred to Buyer in connection with the Initial Closing and in respect of which, all Required Lender Consents and Required Tenant Waivers have been obtained, and all JV Redemptions have been effected, as of the Second Closing Date. Notwithstanding anything in the foregoing to the contrary, in the event that any Company or any Purchased Subsidiary to be transferred to Buyer at the Second Closing owns or has the right to use (or owns one or more Purchased Subsidiaries that collectively own or have the right to use) any Encumbered Property that will not be transferred to Buyer at the Second Closing pursuant to the immediately preceding sentence, the Parties shall take such actions as are reasonably necessary prior to the Second Closing to (i) cause such Company or Purchased Subsidiary to transfer the applicable Encumbered Property to another Company or Purchased Subsidiary, which other Company or Purchased Subsidiary will be transferred to Buyer at the Third Closing or (ii) amend this Agreement to provide for additional sellers hereto, such that any such Company or Purchased Subsidiary may transfer applicable Subsidiary Equity Interests to Buyer directly. The Second Closing shall be deemed to have been consummated at 12:01 a.m. on the Second Closing Date. Neither Party will need to be present at the Second Closing, it being anticipated that the Parties will deliver the Second Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Second Closing Date. (c) Subject to Section 2.5(d), the third closing of the transactions contemplated by this Agreement (the “Third Closing”) shall take place at the offices of the Deposit Escrow Agent, commencing at 10:00 a.m. local time on the third Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Third Closing as set forth in Article VII (other than conditions with respect to actions the Parties shall take at the Third Closing itself or which, by their nature, cannot be satisfied until the Third Closing, but subject to the satisfaction of such conditions at the Third Closing) or such other date or location as Buyer and Seller may mutually determine (the “Third Closing Date”). At the Third Closing, Seller shall, subject to Section 2.5(d), sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Equity Interests that were not sold, assigned transferred and conveyed to Buyer at the Initial Closing or the Second Closing. The Third Closing shall be deemed to have been consummated at 12:01 a.m. on the Third Closing Date. Neither Party will need to be present at the Third Closing, it being anticipated that the Parties will deliver the Third Closing documents and deliverables in escrow to the Deposit Escrow Agent prior to the Third Closing Date. (d) In the event that all of the conditions to the Third Closing set forth in Article VII have been satisfied or waived as of the Outside Date, other than any of the Lender Condition, the Tenant Condition and/or the JV Condition as a result of the failure to obtain any Required Lender Consent or Required Tenant Waiver or the failure to effect any JV Redemption, respectively, then the Parties shall cause the Third Closing to occur on the Outside Date but shall exclude from such Third Closing (i) any Lender Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such Lender Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) which is subject to any unobtained Required Lender Consent. (ii) any Tenant Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such Tenant Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) which is subject to any unobtained Required Tenant Waiver and (iii) any JV Encumbered Property (or the Company or Purchased Subsidiary that owns or has the right to use such JV Encumbered Property, so long as such Company or Purchased Subsidiary does not own or have the right to use any other Real Property) with respect to which a JV Redemption has not been effected (any of the Lender Encumbered Properties, Tenant Encumbered Properties or JV Encumbered Properties (or any of the Companies or Purchased Subsidiaries that owns or has the right to use any of the foregoing) which is excluded from the Third Closing pursuant to the foregoing clauses, (i), (ii) or (iii), together with any Real Property excluded from any Closing pursuant to Sections 2.9(c) or 2.11, a “Withheld Property”), in which event, (A) any such Withheld Property shall not be transferred to Buyer pursuant to this Agreement, (B) Buyer and Seller shall have no further rights or obligations under this Agreement relating to any such Withheld Property and (C) any such Withheld Property shall cease to be considered “Real Property”, a “Company” or a “Purchased Subsidiary” hereunder, as applicable. (e) The Parties hereby acknowledge that each Lender that provides a Lender Consent may do so upon such terms and conditions (including with respect to timing and schedule), as are agreed upon between the Parties and such Lender. Notwithstanding any difference between the provisions of this Agreement and the timing and scheduling terms and conditions of any Lender Consent, the Parties agree to cooperate with each other and to use Reasonable Efforts to cause the Closings to occur on the Closing Dates provided for in this Section 2.5 and otherwise as expeditiously as practicable. In the event that any Lender requires that a Closing with respect to the applicable Lender Encumbered Property take place on a date other than the Closing Dates provided for in this Section 2.5, the Parties will agree to hold a Closing on such date and all applicable provisions of this Agreement shall apply to such Closing mutatis mutandis. (f) The Parties hereby agree and acknowledge that the transactions contemplated by this Agreement are for the purchase and sale of the Companies and the Purchased Subsidiaries and that it is intended that such entities do not own or lease (directly or indirectly) any real property other than the Real Property and certain assets related thereto. If the Parties determine at any time prior to the applicable Closing that any Company or Purchased Subsidiary owns or has the right to use any asset or property (including any real property) other than the Real Property and assets related specifically to same (including any Defected Property that is intended to be excluded from this Agreement), the Parties shall take such actions as are necessary (including by amending, modifying or supplementing this Agreement, the annexes or exhibits hereto or the Disclosure Schedule, whether to provide for additional Sellers, Companies or Purchased Subsidiaries hereto, or otherwise) in order to provide that the Companies and Purchased Subsidiaries conveyed to Buyer at the Closings only own or have the right to use the Real Property that are to be transferred pursuant to this Agreement and are required to meet the obligations of such Company or Purchased Subsidiary as landlord under the applicable Property Lease and no other asset or property (including any real property). In addition, notwithstanding anything in this Agreement to the contrary (including anything in Section 6.1), but subject to the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), prior to the applicable Closing (it being agreed and understood that Buyer hereby consents to Seller taking the actions set forth in Section 2.5(f) of the Disclosure Schedule), Seller, the Companies and the Purchased Subsidiaries shall be expressly permitted to take such actions as are necessary and effect such internal restructurings as are necessary (including by distributing, dividending, assigning or otherwise transferring any assets, property (including real property), Persons or equity interests) in order to ensure that the only assets owned by the Companies and the Purchased Subsidiaries are the Real Property that are to be transferred pursuant to this Agreement and the Persons (or the equity interests in such Persons) that own or have the right to use such Real Property. (g) Notwithstanding anything in this Agreement to the contrary, (i) the term “Closing”, as it is used in this Agreement, shall refer to any of the Initial Closing, the Second Closing or the Third Closing, as applicable, and (ii) the term “Closing Date” shall refer to any of the Initial Closing Date, the Second Closing Date or the Third Closing Date, as applicable.
Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.
Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.
