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

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________] at [____] a.m. (New York City time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________] at [____] a.m. (New York City time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________[ ], [ ] at [____[ ] a.m. (New York City time) on [_______[ ], 20[__200[ ] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriterthe Initial Purchasers, and each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the Trust the respective principal amount of each class of the Purchased Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule I, 1 to this Agreement at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II heretothe following percentages: (i) in the case the of Class A Notes, 99.22867%, and (ii) in the case the of the Class B Notes, 99.22340%. Delivery of and payment for the Purchased Notes shall be made at the New York offices of [__________] Xxxxx Xxxxx LLP, at [____] 10:00 a.m. (New York City time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing each class of the Purchased Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Purchased Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Purchased Notes will be available only under limited circumstances, as described circumstances set forth in the ProspectusIndenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriterthe Initial Purchasers, and each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the Trust the respective principal amount of each class of the Purchased Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule I, 1 to this Agreement at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II heretothe following percentages: (i) in the case the of Class A Notes, 99.19549%, and (ii) in the case the of the Class B Notes, 99.19460%. Delivery of and payment for the Purchased Notes shall be made at the New York offices of [__________] Xxxxx Xxxxx LLP, at [____] 10:00 a.m. (New York City time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing each class of the Purchased Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Purchased Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Purchased Notes will be available only under limited circumstances, as described circumstances set forth in the ProspectusIndenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust Issuer to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust Issuer the respective principal amount of the each class of Notes set forth opposite the name of such Underwriter on Schedule I, I at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II heretothe following percentages of the aggregate principal amounts thereof: (i) in the case of the Class A-1 Notes, [__]%, (ii) in the case of the Class A-2 Notes, [__]%, (iii) in the case of the Class A-3 Notes, [__]% and (iv) in the case of the Class A-4 Notes, [__]%. Delivery of and payment for the Notes shall be made at the offices of [__________] Xxxxx, Brown, Xxxx & Maw LLP, at [____] 10:00 a.m. (New York City time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the DepositorSeller, the “"Closing Date”"). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the DepositorSeller. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule INotes, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto249,478,911.30”. Delivery of and payment for the Notes shall be made at the offices of [__________] Xxxxxxxx Xxxxxxxxxx & Xxxxx LLP, 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000 at [____] 10:00 a.m. (New York City time) on [_______]December 14, 20[__] 2006 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative Underwriter and the DepositorSeller, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the DepositorSeller. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [ ], [__________Address] at [____] 10:00 a.m. (New York City time) on [ ], 200[_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.