Common use of Certain Obligations of the Parties Clause in Contracts

Certain Obligations of the Parties. (a) Except as provided below, the CDs will be held by The Depository Trust Company (“DTC”). Each Master Certificate and the Depository’s records maintained in respect of each Master Certificate evidencing CDs will reflect that CDs are registered in the name of CEDE & CO., as nominee of DTC, as custodian for [Name of institution] and other DTC participants, each acting for itself and as nominee or custodian for others or registered assigns. The Depository agrees that it will not amend or make any changes to the form of Master Certificate used to evidence CDs (other than to insert the terms of a particular issuance), without first obtaining the consent of Broker, such consent not to be unreasonably withheld. (b) CDs will be issued in book entry form only and no individual certificates of deposits will be provided to purchasers. Notwithstanding the above, in the event a CD purchaser terminates the agency relationship with Broker and does not elect to continue to hold the CD through another DTC participant, upon the purchaser’s request, Broker will furnish to the Depository the necessary information for the Depository to establish a direct depository relationship with each Purchaser. Such depository relationship will be evidenced in the same manner as the Depository evidences its direct depository relationship with purchasers of Comparable CDs, as that term is defined in Section 17 herein. Further, the aggregate amount of CDs evidenced by a Master Certificate, issued on the same terms as the CD now directly held with the Depository, will be adjusted by following the procedures applicable to early withdrawal of CDs and the issuance of individual certificates of deposit, set forth in the Master Certificate.

Certain Obligations of the Parties. (a) Except as provided below, the CDs will be held by The Depository Trust Company (“"DTC”"). Each Master Certificate master certificate and the Depository’s 's records maintained in respect of each Master Certificate master certificate evidencing CDs will reflect that CDs are registered in the name of CEDE & CO., as nominee of DTC, as custodian for [Name of institution] ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and other DTC participants, each acting for itself and as nominee or custodian for others others, including trusts, pension and retirement plans and accounts, fiduciaries, custodians and nominees, or registered assigns. The Depository agrees that it If CDs arc issued in maturities of less than three months, they will not amend be held in book-entry form at Merrill and registered in the name of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated acting for itself and as nominee or make any changes to the form of Master Certificate used to evidence CDs (other than to insert the terms of a particular issuance)custodian for others, without first obtaining the consent of Brokerincluding trusts, such consent not to be unreasonably withheld. pension and retirement plans and accounts, fiduciaries, custodians and nominees, or registered assigns. (b) CDs will be issued in book entry form only and no individual certificates of deposits will be provided to purchasers. Notwithstanding the above, in the event a CD purchaser terminates the agency relationship with Broker Merrill and does not elect to continue to hold the CD through another DTC participant, upon the purchaser’s 's request, Broker Merrill will furnish to the Depository the necessary information for the Depository to establish a direct depository relationship with each Purchaserthe CD purchaser. Such depository relationship will be evidenced in the same manner as the Depository evidences its direct depository relationship with purchasers of Comparable CDs, as that term is defined in Section 17 15 herein. Further, the aggregate amount of CDs CDs, evidenced by a Master Certificatemaster certificate, issued on the same terms as the CD now directly held with the Depository, will be adjusted by following the procedures applicable to early withdrawal of CDs and the issuance of individual certificates of deposit, set forth in the Master Certificatemaster certificate.

Certain Obligations of the Parties. (a) Except as provided below, the CDs will be held by The Depository Trust Company (“DTC”). Each Master Certificate and the Depository’s records maintained in respect of each Master Certificate evidencing CDs will reflect that CDs are registered in the name of CEDE & CO., as nominee of DTC, as custodian for [Name of institution] and other DTC participants, each acting for itself and as nominee or custodian for others or registered assigns. The Depository agrees that it will not amend or make any changes to the form of Master Certificate used to evidence CDs (other than to insert the terms of a particular issuance), without first obtaining the consent of Broker, such consent not to be unreasonably withheld. . (b) CDs will be issued in book entry form only and no individual certificates of deposits will be provided to purchasers. Notwithstanding the above, in the event a CD purchaser terminates the agency relationship with Broker and does not elect to continue to hold the CD through another DTC participant, upon the purchaser’s request, Broker will furnish to the Depository the necessary information for the Depository to establish a direct depository relationship with each Purchaser. Such depository relationship will be evidenced in the same manner as the Depository evidences its direct depository relationship with purchasers of Comparable CDs, as that term is defined in Section 17 herein. Further, the aggregate amount of CDs evidenced by a Master Certificate, issued on the same terms as the CD now directly held with the Depository, will be adjusted by following the procedures applicable to early withdrawal of CDs and the issuance of individual certificates of deposit, set forth in the Master Certificate. (c) Broker will provide promptly to each Purchaser that purchased a CD on the Settlement Date a written confirmation of the purchase of the CD complying with Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The confirmation will specify the amount deposited, the interest rate or the yield to maturity (as applicable) calculated on the basis of the actual number of days in the term of the CD and a 365-day year, the maturity date and such other terms of the CD as Broker determines to be material. In addition, unless the Depository has notified Broker that the CD is not subject to the General Guarantee Agreement, dated October 21, 2008 (the “Guarantee”), made by the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc., the confirmation shall contain substantially the following statement: “The sale of the guarantee of this CD (but not this CD) was made pursuant to a registration statement under the Securities Act of 1933.” Broker will forward (or cause to be forwarded) to any Purchaser that is its [(or a Selling Group Member’s)] customer a disclosure statement (the “Disclosure Statement”) substantially in the form of Exhibit A attached to this Agreement and, if requested by such Purchaser, a copy of the final prospectus relating to such guarantee in the form most recently filed by The ▇▇▇▇▇▇▇ Sachs Group, Inc. with the Securities and Exchange Commission. Broker shall not make any amendment or supplement to the Disclosure Statement or such prospectus, or provide any other written information to Purchasers, without the prior written consent of the Depository.