Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging packaging, by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. [TIME] (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. [TIME] New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City timeEastern Time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time Eastern Time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date date and at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereofhereof (such date and time of delivery and payment for the Underwritten Certificates being herein called the "Closing Date"). Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters through you of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery In the event of a successful remarketing, delivery of payment for Securities by the purchasers thereof identified by the Remarketing Agent and payment for of the Registered Certificates Remarketing Fee shall be made in the manner, at the location(s), on the Remarketing Closing Date at the location and time specified in Schedule I hereto (or such later date not later than ten (10) business days five Business Days after such specified date as you the Remarketing Agent shall designate), which date and time may be changed postponed by agreement between you the Remarketing Agent and the Depositor or as provided in Section 10 hereofCompany. Delivery of the Registered Certificates remarketed Securities and payment of the Remarketing Fee shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters Remarketing Agent against payment by the respective Underwriters purchasers of the purchase price remarketed Securities of the consideration therefor as specified herein, which consideration shall be paid to the Collateral Agent and Custodial Agent for the account of the persons entitled thereto by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in immediately available funds wired or in immediately available funds by wire transfer to such bank as may be an account or accounts designated by the Depositor, or Collateral Agent and the Custodial Agent. Any amount of the Remarketing Fee that cannot be deducted from the funds received from such other manner of payment as may purchasers shall be agreed upon payable by the Depositor and youCompany on the Remarketing Closing Date in immediately available funds or, upon the instructions of the Remarketing Agent, by certified or official bank check or checks or by wire transfer. Any Class With respect to Securities not represented by a Global Security held by or on behalf of Registered Certificates to be delivered through The Depository Trust Company, certificates for the facilities of DTC Securities shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names and denominations as you the Remarketing Agent may have requested in writing request not less than one full business day Business Day in advance of the Remarketing Closing Date. The Depositor agrees , and the Company, the Collateral Agent, the Custodial Agent and the registered holder or holders thereof agree to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, such certificates available for inspection, packaging and checking andby the Remarketing Agent in New York, if applicable, packaging by you New York not later than 10:00 a.m. New York City time 1:00 p.m. on the last business day Business Day prior to the Remarketing Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than [10:00 a.m. a.m.] (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than [10:00 a.m. a.m.] New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging packaging, by you in Charlotte, North Carolina, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging packaging, by you in Charlotte, North Carolina, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City Eastern time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City Eastern time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereof. Delivery of the Registered Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. [TIME] (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. [TIME] New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time to be specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate)I, which date and time may be changed by agreement between you and the Depositor or as provided in Section 10 hereofCompany. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I heretoI, for the respective accounts account of the Underwriters each Underwriter against payment by the respective Underwriters such Underwriter of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. 1:00 p.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in Schedule I and Exhibit A, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Underwritten Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in Charlotte, North Carolina, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by [Underwriting Agreement] the respective Underwriters through you of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Settlement Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“"DTC”"), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters through you of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Settlement Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Settlement Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in New York, New York, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Settlement Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Settlement Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery of and payment for the Registered Underwritten Certificates shall be made in the manner, at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date as you shall designate), which date and time may be changed by agreement between you and the Depositor Company or as provided in Section 10 hereof. Delivery of the Registered Underwritten Certificates shall be made either directly to you or through the facilities of The Depository Trust Company (“DTC”), as specified in Schedule I hereto, for the respective accounts of the Underwriters against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the DepositorCompany, or such other manner of payment as may be agreed upon by the Depositor Company and you. Any Class of Registered Underwritten Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Underwritten Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor Company agrees to have the Registered Underwritten Certificates, including the global Certificates representing the Registered Underwritten Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you in Charlotte, North Carolina, not later than 10:00 a.m. the close of business (New York City time time) on the last business day prior to preceding the Closing Date. References herein herein, including, without limitation, in the Schedules hereto, to actions taken or to be taken following the Closing Date with respect to any Registered Underwritten Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTC.

Delivery and Payment. Delivery to the Underwriters of and payment for the Registered Certificates Firm Notes shall be made in at 10:00 A.M., New York City time, on May 13, 2009 (the manner“First Closing Date”), at the location(s), on the Closing Date at the time specified in Schedule I hereto (or such later date not later than ten (10) business days after such specified date place as you shall designate), which date . The First Closing Date and time the location of delivery of and the form of payment for the Firm Notes may be changed varied by agreement between you and the Depositor or as provided in Section 10 hereofCompany. Delivery to the Underwriters of and payment for the Registered Certificates Option Notes shall be made either directly at such time and date as specified pursuant to Section 2 and at such place as you shall designate. Each time for the delivery of and payment for the Option Notes is referred to herein as an “Option Closing Date” (the First Closing Date and each Option Closing Date, if any, are sometimes referred to as a “Closing Date”), but in no event shall an Option Closing Date occur after June 10, 2009. Certificates for the Securities to be issued on any Closing Date shall be registered in such names and issued in such denominations as you shall request in writing not later than two full business days prior to such Closing Date. Such certificates shall be made available to you for inspection not later than 9:30 A.M., New York City time, on the business day next preceding such Closing Date. Certificates in definitive form evidencing the Securities shall be delivered to you on such Closing Date with any transfer taxes thereon duly paid by the Company, for the account of the Underwriters, against payment therefor by wire or through certified or official bank checks payable in Federal funds to the facilities order of The the Company. If the Securities will be issued in book-entry form, the Company shall deposit the global certificate(s) representing the Securities with the Depository Trust Company (“DTC”), as specified in Schedule I heretoor its designated custodian, for on the respective applicable Closing Date, and the Company will deliver such global certificate(s) to the Underwriters by causing DTC to credit the Securities to the accounts of the Underwriters at DTC against payment by the respective Underwriters of the purchase price therefor in immediately available funds wired to such bank as may be designated by the Depositor, or such other manner of payment as may be agreed upon by the Depositor and you. Any Class of Registered Certificates to be delivered through the facilities of DTC shall be represented by one or more global Certificates registered in the name of Cede & Co., as nominee of DTC, which global Certificate(s) shall be placed in the custody of DTC not later than 10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial arrangement to be entered into between the Trustee or its agent and DTC. Unless delivered through the facilities of DTC, the Registered Certificates shall be in fully registered certificated form, in such denominations and registered in such names as you may have requested in writing not less than one full business day in advance of the Closing Date. The Depositor agrees to have the Registered Certificates, including the global Certificates representing the Registered Certificates to be delivered through the facilities of DTC, available for inspection, checking and, if applicable, packaging by you not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. References herein to actions taken or to be taken following the Closing Date with respect to any Registered Certificates that are to be delivered through the facilities of DTC shall include, if the context so permits, actions taken or to be taken with respect to the interests in such Registered Certificates as reflected on the books and records of DTCset forth above.