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

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.770% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23, 2012, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 2012-B Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust Seller agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the TrustSeller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters its name in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters Underwriter at a purchase price equal to 99.770(i) in the case of the Class A-1 Notes, 99.88000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.77050% of the aggregate principal amount thereof, and (iii) in the case of the Class A-3 Notes, 99.74422% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the TrustSeller, the Trust Seller will deliver the Notes to the RepresentativeUnderwriter, for the account of the UnderwritersUnderwriter, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Drive▇▇▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer▇▇▇▇▇▇▇▇▇▇, on May 23February 27, 20122009, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor Underwriter and the Trust Seller determine, such time being herein referred to as the “Series 2012-B Issuance Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture. (d) In addition, the Seller has agreed to pay to the Underwriter $535,630.00 for financial advisory services and for reimbursement of expenses.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.78000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 2315, 20122017, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122017-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.75000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23March 13, 20122019, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122019-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.770[___]% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the TrustTransferor, the Trust Transferor will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ Drive▇▇▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer▇▇▇▇▇▇▇▇▇▇, on May 23, 2012[___], at 10:00 a.m.[___], New York Los Angeles time, or at such other time not later than seven full Business Days business days thereafter as the Representative, the Depositor Transferor and the Trust determine, such time being herein referred to as the “Series 2012-B Issuance Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the TrustSeller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.770(i) in the case of the Class A-1 Notes, 99.91900% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.88220% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.84918% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.80358% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the TrustSeller, the Trust Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇M▇▇▇▇ ▇▇▇▇▇ LLP, at 3▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Drive▇▇▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer▇▇▇▇▇▇▇▇▇▇, on May 23October 17, 20122007, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days business days thereafter as the Representative, the Depositor Representative and the Trust Seller determine, such time being herein referred to as the “Series 2012-B Issuance Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts amount of the each class of Notes set forth opposite the names name of the Underwriters in such Underwriter on Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters I hereto at a purchase price equal to 99.770% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds "Price %" as specified on Schedule II hereto. The Company agrees to the Trust, cause the Trust will to deliver the Notes to the Representative, Representative for the account of the Underwriters, against payment of the purchase price to or upon the order of the Company by wire transfer or check in Federal (same day) Funds, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Brown & ▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23, 2012Illinois, at 10:00 a.m., New York timeChicago time on June 30 1998, or at such other time not later than seven full Business Days business days thereafter as the Representative, the Depositor Representative and the Trust Company, on behalf of the Trust, determine, such time being herein referred to as the “Series 2012-B Issuance "Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.81% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, Underwriters at the office of M▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇ Drive▇▇▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer▇▇▇▇▇▇▇▇▇▇, on May 23July 20, 20122005, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days business days thereafter as the RepresentativeUnderwriters, the Depositor Transferor and the Trust determine, such time being herein referred to as the “Series 20122005-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.78000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23November 25, 20122019, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122019-B Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.745% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23, 2012, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 2012-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.745% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23February 28, 20122013, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122013-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the TrustSeller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.770(i) in the case of the Class A-1 Notes, 99.87500% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.74438% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.68951% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.63598% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the TrustSeller, the Trust Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Drive▇▇▇▇▇▇▇, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer▇▇▇▇▇▇▇▇▇▇, on May 23March 25, 20122009, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor Representative and the Trust Seller determine, such time being herein referred to as the “Series 2012-B Issuance Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.75000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 2315, 20122017, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122017-B Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Class A-1 Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.74500% of the aggregate principal amount thereof. The Class A-2 Notes are to be purchased by the Underwriters at a purchase price equal to 99.73076% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23July 19, 20122016, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122016-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Class A-1 Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.74500% of the aggregate principal amount thereof. The Class A-2 Notes are to be purchased by the Underwriters at a purchase price equal to 99.71719% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23January 30, 20122015, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20122015-B A Issuance Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the TrustCompany, at a purchase price of 99.750% of the principal amount of the Notes plus accrued interest, if any, from November 26, 2019 (and in the manner set forth below), the aggregate principal amounts amount of the Notes set forth opposite the names name of each Underwriter on Schedule A hereto plus the principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Company for expenses incurred in connection with the offering of the Underwriters Notes in Schedule 1 hereto. (b) The an aggregate amount equal to $100,000. Payment of the purchase price for the Notes are to be purchased by the Underwriters at a purchase price equal and the reimbursement referred to 99.770% of above shall be made to the aggregate principal amount thereof. (c) Against payment of the purchase price Company by wire transfer of immediately available funds funds, payable to the Trust, the Trust will deliver the Notes to the Representative, for the account order of the UnderwritersCompany against delivery of the Notes, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLPin fully registered form, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 to you or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23, 2012, your order at 10:00 a.m., New York City time, on November 26, 2019 or at such other time not later than seven full Business Days thereafter and date as shall be mutually agreed upon in writing by the Representative, the Depositor Company and the Trust determine, such time being herein referred to as Representatives (the “Series 2012-B Issuance Closing Date.” ”). The Notes to shall be so delivered will be initially represented by in the form of one or more securities global certificates in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance, and registered in the name of Cede & Co., the as nominee of for The Depository Trust Company (“DTC”). The interests All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the IndentureSidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to 99.77099.75000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes to the Representative, for the account of the Underwriters, at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, at ▇▇ ▇. ▇▇▇▇▇▇ Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on May 23November 13, 20122017, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 2012▇▇▇▇-B Issuance ▇ ▇▇▇▇▇▇▇▇ Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.