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

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase from the Seller, the respective principal amounts of Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A hereto. The Certificates are to be purchased at a purchase price equal to, in the case of (i) the Class A Certificates, __________% of the aggregate principal amount thereof and (ii) the Class B Certificates, __________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to the Underwriters against payment of the respective purchase price therefor in immediately available funds to the order of the Seller at the office of Browx & Xood XXX, 555 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 A.M., New York City time, on September __, 1997, or at such other time not later than seven full Business Days thereafter as the Underwriters and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of Certificates will be initially represented by one certificate registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereof.

Purchase, Sale and Delivery of Certificates. (a) On the basis of the representations, warranties and agreements herein containedcontained in this Underwriting Agreement and in the Terms Agreement for a particular offering of Certificates, but subject to the terms and conditions herein set forthforth in this Underwriting Agreement and subject to the execution of such Terms Agreement, the Seller agrees to sell to the Underwriterseach Underwriter, and the Underwriters, acting severally and not jointly, agree and each Underwriter, severally and not jointly, agrees to purchase from the Seller, the respective original principal amounts of Class A Certificates and Class B the related Certificates set forth in the related Terms Agreement opposite the names name of such Underwriter, plus any additional original principal amount of Certificates which such Underwriter may be obligated to purchase pursuant to Section 12 hereof, at the Underwriters in Schedule A hereto. The Certificates are to be purchased at a purchase price equal to, therefor set forth in such Terms Agreement. (a) under the case of Exchange Act. (ib) the Class A Certificates, __________% of the aggregate principal amount thereof and (ii) the Class B Certificates, __________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to the Underwriters against Against payment of the respective purchase price therefor specified in immediately available the applicable Terms Agreement in same day funds drawn to the order of the Seller (or paid by such other manner as may be agreed upon by the Seller and the Representative), the Seller will deliver the related Certificates of a Series to the Underwriters at the office offices of Browx Xxxxx, Xxxxx & Xood XXXXxxxx, 555 Xxxxxxxxxx 000 Xxxxx XxXxxxx Xxxxxx, Xxx XxxxxxxxxXxxxxxx, Xxxxxxxxxx, xx 10:00 A.M., New York City time, on September __, 1997Xxxxxxxx 00000 at such time as shall be specified in such Terms Agreement, or at such other place and time not later than seven full Business Days thereafter as the Underwriters Representative and the Seller determineshall agree upon, each such time being herein referred to as the a "Closing Date." Each Class The Certificates of Certificates each Series will initially be in definitive, fully registered form or will be initially represented by one certificate registered in maintained through the name of Cede & Co., the nominee facilities of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified Company, as indicated in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereofapplicable Prospectus Supplement.

Purchase, Sale and Delivery of Certificates. On the basis of the ------------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase from the Seller, the respective aggregate principal amounts of the Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A I hereto. The Class A Certificates are to be purchased at a the purchase price equal to, in the case of (i) the Class A Certificates, __________[ ]% of the aggregate principal amount thereof plus accrued interest at the Pass-Through Rate (as defined in the Prospectus) calculated from (and including) October [ ], 1997, to (iibut excluding) the Class B Certificates, __________% of the aggregate principal amount thereofClosing Date. The Seller will deliver the Certificates to the Underwriters against Against payment of the respective purchase price therefor in by wire transfer of immediately available funds to the order Seller, the Seller will deliver the Class A Certificates to the Representative, for the account of the Seller Underwriters, at the office of Browx Weil, Gotshal & Xood XXXXxxxxx LLP, 555 Xxxxxxxxxx at 000 Xxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx, xx October [ ], 1997, at 10:00 A.M.a.m., New York City time, on September __, 1997, or at such other time not later than seven full Business Days business days thereafter as the Underwriters Representative and the Seller determine, such time being herein referred to as the "Closing Date." Each ". The Class of A Certificates to be so delivered will be initially represented by one certificate or more Class A Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Class A Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereof.

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase from the Seller, the respective aggregate principal amounts of the Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A I hereto. The Class A Certificates are to be purchased at a the purchase price equal to, in the case of (i) the Class A Certificates, __________99.701848% of the aggregate principal amount thereof plus accrued interest at the Pass-Through Rate (as defined in the Prospectus) calculated from (and including) December 15, 1998, to (iibut excluding) the Class B Certificates, __________% of the aggregate principal amount thereofClosing Date. The Seller will deliver the Certificates to the Underwriters against Against payment of the respective purchase price therefor in by wire transfer of immediately available funds to the order Seller, the Seller will deliver the Class A Certificates to the Representatives, for the account of the Seller Underwriters, at the office of Browx Weil, Gotshal & Xood XXXManges LLP, 555 Xxxxxxxxxx Xxxxxxat 767 Fifth Avenue, New York, New York, on December 15, 0000, at 10:00 x.x., Xxx Xxxxxxxxx, XxxxxxxxxxXxxx xxxx, xx 10:00 A.M., New York City time, on September __, 1997, or at such other xx xxxx xxxxr time not later than seven full Business Days business days thereafter as the Underwriters Representatives and the Seller determine, such time being herein referred to as the "Closing Date." Each ". The Class of A Certificates to be so delivered will be initially represented by one certificate or more Class A Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Class A Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereof.

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase from the Seller, the respective aggregate principal amounts of the Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A I hereto. The Class A Certificates are to be purchased at a the purchase price equal to, in the case of (i) the Class A Certificates, __________99.744001% of the aggregate principal amount thereof plus accrued interest at the Pass-Through Rate (as defined in the Prospectus) calculated from (and including) October 15, 1997, to (iibut excluding) the Class B Certificates, __________% of the aggregate principal amount thereofClosing Date. The Seller will deliver the Certificates to the Underwriters against Against payment of the respective purchase price therefor in by wire transfer of immediately available funds to the order Seller, the Seller will deliver the Class A Certificates to the Representative, for the account of the Seller Underwriters, at the office of Browx Weil, Gotshal & Xood XXXManges LLP, 555 Xxxxxxxxxx Xxxxxxat 767 Fifth Avenue, Xxx XxxxxxxxxNew York, XxxxxxxxxxNew York, on October 29, 1900, xx 10:00 A.M.a.x., New Xxx 6 York City time, on September __, 1997, or at such other time not later than seven full Business Days business days thereafter as the Underwriters Representative and the Seller determine, such time being herein referred to as the "Closing Date." Each ". The Class of A Certificates to be so delivered will be initially represented by one certificate or more Class A Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Class A Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereof.

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase from the Seller, the respective principal amounts of Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A hereto. The Certificates are to be purchased at a purchase price equal to, in the case of (i) the Class A Certificates, __________% of the aggregate principal amount thereof and (ii) the Class B Certificates, __________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to the Underwriters against payment of the respective purchase price prices therefor in immediately available funds to the order of the Seller at the office of Browx & Xood XXX, 555 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 A.M.___:00 __.M., New York City ________ time, on September ___________, 1997199__, or at such other time not later than seven full Business Days thereafter as the Underwriters and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of Certificates will be initially represented by one certificate (the "DTC Certificates") registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days seven Business Days following the date hereof.

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to cause the Trust to sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase from the SellerTrust, the respective principal amounts amount of Class A Certificates and Class B the Certificates set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Certificates are to be purchased I hereto at a purchase price equal to, to the Total Price to Seller specified in Schedule III hereto plus accrued interest at the case of (i) the Class A Certificates, Pass-Through Rate from __________% , 199_ to (but excluding) the Closing Date. The Seller will deliver the Certificates to the Representative, for the account of the aggregate principal amount thereof and (ii) Underwriters, against payment of the Class B Certificatespurchase price by wire transfer of immediately available funds to the Seller, or to such bank as may be designated by the Seller, at the office of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on __________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to the Underwriters against payment of the respective purchase price therefor in immediately available funds to the order of the Seller , 199_ at the office of Browx & Xood XXX, 555 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 A.M.a.m., New York City time, on September __, 1997, or at such other time not later than seven full Business Days business days thereafter as the Underwriters Representative and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of The Certificates will to be so delivered be initially represented by one certificate or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. Pursuant The certificates evidencing the Certificates will be made available for checking and packaging at the offices of Xxxxxxx Xxxx & Xxxxx LLP at least 24 hours prior to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereofDate.

Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the UnderwritersUnderwriters agree, acting severally and not jointly, agree to purchase from the Seller, the respective aggregate principal amounts of the Class A Certificates and Class B of Certificates set forth opposite the names name of the such Underwriters in Schedule A hereto. The Certificates are to be purchased I hereto at a purchase price equal toto the "Price $" specified for such Class of Certificates opposite the name of such Underwriter on Schedule I hereto with respect to such Class of Certificates plus accrued interest at the Remittance Rate for such Class of Certificates calculated from (and including) November 21, in the case of 1995, to (ibut excluding) the Class A Certificates, __________% Closing Date. Against payment of the aggregate principal amount thereof and (ii) purchase price by wire transfer of immediately available funds to the Class B CertificatesSeller, __________% of or to such bank as may be designated by the aggregate principal amount thereof. The Seller, the Seller will deliver the Certificates to the Underwriters against payment Representative, for the account of the respective purchase price therefor in immediately available funds to the order of the Seller Underwriters, at the office of Browx Xxxxxxx Xxxx & Xood XXXXxxxx, 555 Xxxxxxxxxx 000 Xxxxx Xxxxxx, Xxx XxxxxxxxxXxxx, XxxxxxxxxxXxx Xxxx 00000 on November 21, xx 1995 at 10:00 A.M.a.m., New York City time, on September __, 1997, or at such other time not later than seven full Business Days business days thereafter as the Underwriters Representative and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of The Certificates to be so delivered will be initially represented by one certificate or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. Pursuant The certificates evidencing the Certificates will be made available for checking and packaging at the offices of Xxxxxxx Xxxx & Xxxxx at least 24 hours prior to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than five business days following the date hereofDate.