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

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's ’s name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "“Closing Date"”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("“DTC"”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx Dxxxx & XxXxxxx LxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's ’s name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "“Closing Date"”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("“DTC"”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing DateThe Depositor hereby agrees, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreementhereof, the Depositor agrees to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the Underwriters basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts amount of the Publicly Registered Notes set forth opposite the name of such Underwriter's name Underwriter in Schedule A hereto. At the Terms Annextime of issuance of the Notes, the Mortgage Loans will be sold by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. The Publicly Registered Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes will to be purchased by each Underwriter will be delivered by the Underwriters Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the Depositor, as directed by the Sponsor. Settlement shall take place at the purchase prices set forth in offices of Xxxxx Xxxxxxxxxx, LLP, 1301 Avenue of the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m., New York City timea.m. (E.S.T.), on the closing date specified in the Terms Annex (the "Closing Date") June 29, 2006 or at such other time not later than seven (7) full Business Days after such specified closing date thereafter as the Representatives Underwriters and the Depositor may determinedetermine (such time being herein referred to as the “Closing Date”). Payment for the Publicly Registered The Notes will be made against delivery to prepared in definitive form and in such authorized denominations as the RepresentativesUnderwriters may request, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of Depositor agrees to have the Publicly Registered Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and its participating membersbusiness day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for of the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Exempt Notes will be made against delivery to the Exempt Note Underwriters at the office of Skadden, Arps, Slate, Meagher & Flom LLP at 9:00 a.m., New York time, on the Closing Date, axx xxxxent xxx the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx Skadden, Arps, Slate, Meagher & XxXxxxx LLP, New York, New York, Flom LLP on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be delxxxxxx wilx xx initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees Depositors agree to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the DepositorDepositors, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor Depositors or to its their order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor Depositors may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx Dxxxx & XxXxxxx LxXxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's ’s name in the Terms AnnexAnnex in conformity with the requirements of the Indenture. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "“Closing Date"”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx _________ LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("“DTC"”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's ’s name in the Terms AnnexAnnex in conformity with the requirements of the Indenture. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "“Closing Date"”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx Xxxxxx Xxxxxx Xxxxxxxx LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("“DTC"”). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine. Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx Skadden, Arps, Slate, Xxxxxxx & XxXxxxx LLP, New York, New York, Xxxx LLP on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreementherein contained, but subject to the terms and conditions herein set forth in this Agreementforth, the Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, the respective principal amounts amount of the Publicly Registered each class of Notes set forth opposite the name of such Underwriter's Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name in the Terms Annexof such Underwriter on Schedule II hereto, plus accrued interest from November __, 2001. The Publicly Registered Depositor will deliver the Notes will be purchased by to the Underwriters at Underwriters, against payment of the purchase prices set forth in price to or upon the Terms Annex. Payment for the Publicly Registered Notes will be made to order of the Depositor or to its order by wire transfer in federal (same day) funds, at the office of immediately available funds Xxxxxx Xxxxxx Xxxxx & Xxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York City timetime on November __, on the closing date specified in the Terms Annex (the "Closing Date") 2001, or at such other time not later than seven (7) full Business Days after such specified closing date business days thereafter as the Representatives Underwriters and the Depositor may determine. Payment for agree in writing, such time being herein referred to as the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxx & XxXxxxx LLP, New York, New York, on the "Closing Date. Each of the Publicly Registered ." The Notes to be so delivered will be initially represented by one or more notes Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating membersmembers thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.