Common use of Conditions to the Obligations of the Underwriters Clause in Contracts

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller in all material respects of their obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Sellers herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Sellers made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Sellers in all material respects of their obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Bank herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Bank made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Bank of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller contained herein as of the date hereof and Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company, the Issuer and the Seller made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will hereunder shall be subject subject, in their discretion, to the accuracy of the condition that all representations and warranties on the part and other statements of the Company, the Issuer Issuers and the Seller Guarantors herein are, at and as of the date hereof and the Closing DateTime of Delivery, to the accuracy of the statements of the Companytrue and correct, the Issuer condition that the Issuers and the Seller made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller in Guarantors shall have performed all material respects of their obligations hereunder theretofore to be performed, and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of at the date hereof and time that this Agreement is executed and delivered by the parties hereto, at the Applicable Time, and at the Closing Date, Date and to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing DateCompany contained in this Agreement, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any applicable officers’ certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder under this Agreement and to the following additional conditions precedentapplicable to the Note Offering:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the Applicable Time, the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Transaction Entities contained herein as of the date hereof hereof, the Applicable Time and the Closing Date, to the accuracy of the statements of the Company, the Issuer Operating Partnership and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer Operating Partnership and the Seller in all material respects Company of their respective obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations obligation of the Underwriters each Underwriter to purchase and pay for its allotment of the Notes Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes Certificates will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing Dateherein, to the accuracy of the statements of the Company, the Issuer and officers of the Seller made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing DateDepositor herein, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The several obligations of the Underwriters to purchase and pay for the Underwritten Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof hereof, and the Closing applicable Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject subject, in the discretion of the Representatives, to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, ’s officers on and as of the Issuer and the Seller Closing Date made in any certificates given pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters named in any Terms Agreement to purchase and pay for the Notes Certificates will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Company as of the date hereof hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller made in any officers' certificates (each an "Officer's Certificate") pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Bank herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Bank made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Bank of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing Dateherein, to the accuracy of the statements of the Company, the Issuer and officers of the Seller made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for Notes on the Notes will Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing DateBank contained herein, to the accuracy of the statements of the Company, the Issuer and the Seller Bank made in any Notes pursuant to the provisions thereofterms hereof, to the performance by the Company, the Issuer and the Seller in all material respects Bank of their its obligations hereunder and under the Terms Agreement and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of each of the Company, the Issuer and the Seller Obligors contained herein as of the date hereof Execution Time and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Obligors made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Obligors of their obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes of a related Series subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof hereof, the date of the Terms Agreement and the Closing applicable Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller contained herein as of the date hereof and Execution Time, the Closing DateDate and any Settlement Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company, the Issuer and the Seller made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and the Closing each Representation Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, Company contained herein at the Issuer and the Seller herein as of the date hereof Execution Time and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters each Underwriter to purchase and pay for the Notes will shall be subject to (i) the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof of this Agreement, as of the Applicable Time and as of the Closing Date, to (ii) the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to (iii) the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to (iv) the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Companyaccuracy, the Issuer and the Seller herein as of the date hereof and as of the Closing Date, of the representations and warranties contained or incorporated herein, to the accuracy of the written statements of officers of the Company, the Issuer Depositor and the Seller Sponsor made pursuant to the provisions thereofof this Section 7, to the performance by each of the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties of the Company and Braskem contained herein on the part of the Company, the Issuer and the Seller herein as of the date hereof Execution Date and the Closing Date, to the accuracy of the statements of the Company, the Issuer Company and the Seller Braskem made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer Company and the Seller in all material respects Braskem of their obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Depositor herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Notes will be they have agreed to purchase hereunder on the Closing Date is subject to the accuracy of the representations and warranties on the part of the Company, the Issuer Company and the Seller Bank contained herein as of the date hereof of this Agreement and the Closing Date, to the accuracy of the statements of the Company, the Issuer Company and the Seller Bank made in any certificates pursuant to the provisions thereofhereof delivered prior to or concurrently with such purchase, to the performance by the Company, the Issuer Company and the Seller in all material respects Bank of their obligations hereunder hereunder, and to the following additional conditions precedentfurther conditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Offered Notes will hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing DateCompany contained in this Agreement, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any applicable officers’ certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder under this Agreement and to the following additional conditions precedentapplicable to the Note Offering:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will under this Agreement shall be subject to to, in the Underwriter's sole discretion, the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Offerors herein set forth as of the date hereof and the as of each Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Offerors's officers made pursuant to the provisions thereofhereof, to the performance by each of the CompanyOfferors of its obligations hereunder, the Issuer and the Seller in all material respects of their obligations hereunder and to the following additional conditions precedentconditions, unless waived in writing by the Underwriters:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will Notes, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Partnership contained herein as of the date hereof Time of Sale and the Closing DateTime of Delivery, to the accuracy of the statements of the Company, Partnership or the Issuer and the Seller General Partner made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Partnership of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Registered Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes Certificates subject to this agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof hereof, the Applicable Time and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Purchased Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Company as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Company in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The ------------------------------------------------- obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing DateCompany herein, to the accuracy of the statements of the Company, the Issuer and the Seller Company officers made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to each of the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the CompanyIssuer contained herein at the Execution Time, the Issuer Closing Date and any settlement date in connection with the Seller herein as of the date hereof and the Closing DateOption Securities, to the accuracy of the statements of the Company, the Issuer and the Seller made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Notes, as provided herein, shall be subject to the accuracy as of the date hereof, the Applicable Time (as if made at the Applicable Time), the Closing Date (as if made on the Closing Date) and, if applicable, the Option Closing Date (as if made on the Option Closing Date), of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller made pursuant to the provisions thereofCompany herein, to the performance by the CompanyCompany of its obligations hereunder, the Issuer and the Seller in all material respects of their obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Banks herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Banks made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Banks of their respective obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters named in any Terms Agreement to purchase and pay for the Notes of the related Series subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters named in any Terms Agreement to purchase and pay for the Notes [Notes][Certificates] of the related Series subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof hereof, the date of the applicable Terms Agreement and the applicable Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject subject, in the discretion of the Representatives, to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of Company officers on and as of the Company, the Issuer and the Seller Closing Date made in any certificates given pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer Bank and the Seller Depositor herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer Bank and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by each of the Company, the Issuer Bank and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to severally and not jointly purchase and pay for the Notes will as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and as of the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates furnished pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters Each Underwriter’s obligation to purchase and pay for the Notes will shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer Company and the Seller herein as of the date hereof and the Closing Dateherein, to the accuracy of the statements of officers of the Company, the Issuer Company and the Seller made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer Company and the Seller in all material respects of their obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will Normal WITS shall be subject to the accuracy of the representations and warranties on the part of each of the Company, the Issuer Guarantor and the Seller Trust contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer Guarantor and the Seller Trust made in any certificates pursuant to the provisions thereofhereof, to the performance by each of the Company, the Issuer Guarantor and the Seller in all material respects Trust of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of ------------------------------------------------- the Underwriters to purchase and pay for the Offered Notes will as provided in this Underwriting Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company, Contract Seller and the Issuer and the Seller contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, Contract Seller and the Issuer and the Seller made in any officer's certificate pursuant to the provisions thereofhereof, to the performance by the Company, Contract Seller and the Issuer and the Seller in all material respects of their respective obligations hereunder hereunder, and to the following additional conditions precedentwith respect to the Offered Notes:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Company set forth in Section 1 hereof as of the date hereof and as of the Closing DateDate as though then made, to the accuracy of the statements of the Company, the Issuer and the Seller made pursuant to the provisions thereof, to the timely performance by the CompanyCompany of its covenants and other obligations hereunder, the Issuer and the Seller in all material respects of their obligations hereunder and to each of the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will shall be subject subject, in the discretion of the Representatives, to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, 's officers on and as of the Issuer and the Seller Closing Date made in any certificates given pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Units and pay for the Notes will Option Units, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of the date hereof and Execution Time, the Closing DateDate and any Option Closing Date pursuant to Section 3 hereof, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Shares and pay for the Notes will Option Shares, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Company contained in this Agreement as of the date hereof and Execution Time, the Closing DateDate and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their its obligations hereunder under this Agreement and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and pay for the Notes will Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the CompanyIssuer contained herein at the Time of Sale, the Issuer Closing Date and the Seller herein as of the date hereof and the Closing Dateany settlement date, to the accuracy of the statements of the Company, the Issuer and the Seller made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects of their its obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations obligation of the several Underwriters to purchase and pay for the Notes Certificates will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller Depositor herein as of on the date hereof and as of the Closing Date, to the accuracy of the statements of officers of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes Certificates subject to this Agreement will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer and the Seller herein Depositor as of the date hereof and the Closing Specified Delivery Date, to the accuracy of the statements of the Company, the Issuer and the Seller Depositor made pursuant to the provisions thereof, to the performance by the Company, the Issuer and the Seller Depositor in all material respects of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties on the part of the Companyaccuracy, the Issuer and the Seller herein as of the date hereof and as of the Closing Date, of the representations and warranties contained or incorporated herein, to the accuracy of the written statements of officers of the Company, the Issuer Depositor and the Seller made pursuant to the provisions thereofof this Section 6, to the performance by each of the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent:

Conditions to the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes will Notes, as provided herein, shall be subject to the accuracy accuracy, as of the date hereof, as of the Applicable Time and as of the Closing Date, of the representations and warranties on the part of the Company, the Issuer and the Seller herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller made pursuant to the provisions thereofCompany herein, to the performance by the CompanyCompany of its obligations hereunder, the Issuer and the Seller in all material respects of their obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Notes will Shares shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company, the Issuer and the Seller Company contained herein as of at the date hereof and the Closing Date, to the accuracy of the statements of the Company, the Issuer and the Seller Company made in any certificates pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Company of their respective obligations hereunder and to the following additional conditions precedentconditions:

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Company, the Issuer Depositor (as to itself and the Seller herein as of the date hereof and the Closing DateTrust) herein, to the accuracy of the statements of officers of the Company, the Issuer Depositor (as to itself and the Seller Trust) made pursuant to the provisions thereofhereof, to the performance by the Company, the Issuer and the Seller in all material respects Depositor of their its obligations hereunder and to the following additional conditions precedent: