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

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "Price $" as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June 13, 2002, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such 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 of such Underwriter on Schedule II hereto, plus accrued interest from May 16, 2001. The Seller will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Sidlxx Xxxtxx Xxxxx & Xood, Xxnk One Xxxxx, 00 X. Xxxxxxxx & Xxxxxxxx LLPXxxxxx, 0000 Xxxxxx xx xxx XxxxxxxxChicago, Xxx Xxxx, XX 00000IL 60603, at 10:00 a.m., New York Chicago time on June 13May 16, 20022001, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineagree in writing, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such 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 of such Underwriter on Schedule II hereto. The Seller Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. The Sponsor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Sponsor by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx Stroock & Xxxxxxxx Stroock & Xxxxx LLP, 0000 000 Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 13February 16, 20022005, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineSponsor agree in writing, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Depositor agrees to cause the Trust to sell to the each Underwriter, and the each Underwriter agrees, severally agrees to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "“Price $" ” as specified on Schedule II hereto. The Seller Depositor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Depositor by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxOne Battery Park Plaza, Xxx XxxxNew York, XX 00000NY 10004, at 10:00 a.m., New York time on June 13December 8, 20022005, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller Depositor determine, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.78% of the principal amount of the Class A-1 Notes and at a purchase price of 99.675% of the principal amount of the Class A-2 Notes, the respective principal amounts of each class of Notes set forth on opposite the names of the Underwriters in Schedule II hereto at a purchase price equal I hereto. In addition, the Seller agrees to "Price cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes and the Certificates of $" as specified on Schedule II hereto864,587. The Seller will deliver the Notes to the UnderwriterRepresentative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Stroock & Xxxxxxxx LLPStroock & Lavax XXX, 0000 180 Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m.xx February 9, New York time on June 13, 20021999, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determine, such time being herein referred to as the "Closing Date." ". The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the 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 will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such 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 of such Underwriter on Schedule II hereto. The Seller Notes shall mature on the dates and shall bear interest at the respective rates set forth in Schedule IV hereto. The Sponsor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Sponsor by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx Stroock & Xxxxxxxx Stroock & Xxxxx LLP, 0000 000 Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 13October 18, 20022005, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineSponsor agree in writing, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the respective principal amount amounts of each class of the Class A-1 Notes set forth on opposite the names of the Underwriters in Schedule II I hereto at a purchase price equal to "Price $" as specified on of [ ]% of the principal amount thereof and the respective principal amounts of the Class A-2 Notes set forth opposite the names of the Underwriters in Schedule II heretoI hereto at a purchase price of [ ]% of the principal amount thereof. The Seller will deliver the Notes to the UnderwriterRepresentative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Xxxxx & Xxxxxxxx LLPXxxx llp, 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m., New York time time, on June 13[ ], 20021996, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determine, such time being herein referred to as the "Closing Date." ". The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. 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 each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter Underwriters, severally and not jointly agrees, to purchase from the Trust, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto at a purchase price equal to "Price $" the product of the “Proceeds to the Seller” as specified on Schedule II hereto for such class of Notes and the respective principal amount of each class of Notes set forth opposite the name of each Underwriter on Schedule I hereto, plus accrued interest from March 11, 2004. The Seller will deliver the Notes to the Representative for the account of each Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 13March 11, 20022004, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determineagree in writing, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, agrees to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "“Price $" ” as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June 13December 15, 20022004, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the respective principal amount amounts of each class of the Class A-1 Notes set forth on opposite the names of the Underwriters in Schedule II I hereto at a purchase price equal to "Price $" as specified on of 99.65% of the principal amount thereof and the respective principal amounts of the Class A-2 Notes set forth opposite the names of the Underwriters in Schedule II heretoI hereto at a purchase price of 99.55% of the principal amount thereof. The Seller will deliver the Underwriter Notes to the UnderwriterRepresentative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Xxxxx & Xxxxxxxx Xxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m., New York time time, on June 13December 27, 20021996, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determine, such time being herein referred to as the "Closing Date." ". The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.79% of the principal amount of the Class A-1 Notes and at a purchase price of 99.68% of the principal amount of the Class A-2 Notes the respective principal amounts of each class of Notes set forth on opposite the names of the Underwriters in Schedule II hereto at a purchase price equal I hereto. In addition, the Seller agrees to "Price cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes of $" as specified on Schedule II hereto550,000. The Seller will deliver the Notes to the UnderwriterRepresentative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Stroock & Xxxxxxxx Stroock & Xxxxx LLP, 0000 000 Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 1322, 20022000, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the 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 will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, agrees to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "“Price $" ” as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June 13December 9, 20022003, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "Price $" as specified on Schedule II hereto, plus accrued interest from May 15, 1999. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Morrxxxx & Xxxxxxxx LLPXoerxxxx XXX, 0000 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at xx 10:00 a.m., New York time on June 13May 27, 20021999, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such 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 of such Underwriter on Schedule II hereto. The Seller Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. The Sponsor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Sponsor by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx Stroock & Xxxxxxxx Stroock & Xxxxx LLP, 0000 000 Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 13July 20, 20022005, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineSponsor agree in writing, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the TrustSeller, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to "Price $%" as specified on Schedule II III hereto, plus accrued interest from [________, ___]. The Seller will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx Sidley & Xxxxxxxx LLPAustin, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000[____________________], at 10:00 a.m., New York time on June 13[ __, 2002___], or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineagree in writing, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 each of the UnderwriterUnderwriters, severally and not jointly, and each of the Underwriter Underwriters, severally and not jointly agrees, to purchase from the Trust, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto at a purchase price equal to "Price $" the product of the “Proceeds to the Seller” as specified on Schedule II hereto for such class of Notes and the respective principal amount of each class of Notes set forth opposite the name of each Underwriter on Schedule I hereto, plus accrued interest from June 16, 2005. The Seller will deliver the Notes to the Representative for the account of each Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time on June 1316, 20022005, or at such other time not later than seven full business days thereafter as the Underwriter Representative and the Seller determineagree in writing, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "Price $" as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June December 13, 20022001, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "Price $%" as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx [Stroock & Xxxxxxxx Stroock & Lavan LLP, 0000 Xxxxxx xx xxx Xxxxxxxx180 Maiden Lane, Xxx XxxxNew York, XX 00000New York 10038], at 10:00 a.m., New Xxx York time on June 13xxxx xx _________, 20020000, or at such other xx xx xxxx xxxxx time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Depositor agrees to cause the Trust to sell to the UnderwriterUnderwriters, and the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such 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 of such Underwriter on Schedule II hereto, plus accrued interest from November __, 2001. The Seller Depositor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Depositor by wire transfer or check in Federal federal (same day) Fundsfunds, at the office of Xxxxxxxx Xxxxxx Xxxxxx Xxxxx & Xxxxxxxx LLPXxxx, 0000 Xxxxxx xx xxx Xxxxxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June 13November __, 20022001, or at such other time not later than seven full business days thereafter as the Underwriter Underwriters and the Seller determineDepositor agree in writing, such time being herein referred to as the "Closing Date." The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. 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 Underwriter, and the Underwriter agrees, agrees to purchase from the Trust, the principal amount of each class of Notes set forth on Schedule II hereto at a purchase price equal to "“Price $" ” as specified on Schedule II hereto. The Seller will deliver the Notes to the Underwriter, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Xxxxxxxx & Xxxxxxxx XxXxx Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time on June 1312, 20022003, or at such other time not later than seven full business days thereafter as the Underwriter and the Seller determine, such time being herein referred to as the "“Closing Date." ” The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Depositor agrees to cause the Trust to sell to the UnderwriterUnderwriters, and each of the Underwriter agreesUnderwriters agree, severally and not jointly, to purchase from the TrustDepositor, the entire principal amount of each class of the Notes set forth on opposite the name of such Underwriter in Schedule II I hereto at a the purchase price equal to "Price $" as specified on prices set forth in Schedule II hereto1. The Seller Depositor will deliver the Notes to the UnderwriterUnderwriters, against payment of the purchase price to or upon the order of the Seller Depositor by wire transfer or check in Federal (same day) Funds, at the office offices of Xxxxxxxx Mayer, Brown, Rxxx & Xxxxxxxx Maw LLP, 0000 Xxxxxx xx xxx Xxxxxxxx300 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx XxxxXxxxxxx, XX 00000, Xxxxxxxxxx 00000 at 10:00 a.m., New York time on June 13December 22, 20022004, or at such other time not later than seven full business days thereafter as each of the Underwriter Underwriters and the Seller Depositor determine, such time being herein referred to as the "“Closing Date." ”. The 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.