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

Purchase, Sale and Delivery of the Offered Notes. Each of the Company and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby severally and not jointly agree to purchase the principal amount of the Offered Notes set forth in Annex A hereto. At the time of issuance of the Offered Notes, the Receivables will be transferred by the Sellers, at the direction of the Company and the Depositor, to the Trust pursuant to the Receivables Transfer Agreement. The Offered Notes to be purchased by each Underwriter will be delivered by the Company and the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment of the purchase price therefor, equal to $185,942,713, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices of Dewex Xxxxxxxxxx XXX, 1301 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 a.m., on June [28], 2000 or at such other time thereafter as each of the Underwriters, the Company and the Depositor determine (such time being herein referred to as the "Closing Date"). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Company and the Depositor agree to have the Offered Notes available for inspection and review by the Underwriters in New York not later than 10 a.m. New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the Company several Underwriters (the "Representatives") hereby represents and warrants to the Depositor hereby agree, subject that it has been authorized by the other Underwriters to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon execute this Agreement on their behalf. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby the Depositor agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly agree jointly, to purchase from the Depositor, the respective principal amount balance of the each Class of Offered Notes set forth in Annex A heretoopposite the name of such Underwriter on Schedule 1. At the time Each Class of issuance of the Offered Notes, the Receivables will Notes is to be transferred by the Sellers, purchased at the direction of the Company and the Depositorrespective purchase price set forth on Schedule 2, plus accrued interest to the Trust pursuant to the Receivables Transfer Agreementextent set forth on such Schedule 2. The Depositor will deliver the Offered Notes to be purchased by each Underwriter will be delivered by the Company and Representatives for the Depositor to each Underwriter (which delivery shall be made through account of the facilities of The Depository Trust Company ("DTC")) Underwriters against payment of the purchase price thereforin immediately available funds, equal to $185,942,713, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices office of Dewex Xxxxxxxxxx XXXXxxxxxxx & Xxxxx LLP, 1301 Xxxxxx xx xxx Xxxxxxxx000 Xxxx Xxxxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000 xx 10 a.m.Illinois 60601, on June ____ __, 20[ ] at [28]9:00 a.m.] (Chicago time), 2000 or at such other time and place not later than seven full business days thereafter as each of the Underwriters, the Company Representatives and the Depositor determine (determine, such time being herein referred to as the "Closing Date"). ." The Offered Notes so to be delivered will be prepared in definitive form and in such authorized denominations as each Underwriter may request, initially represented by notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The Company and the Depositor agree to have interests of beneficial owners of the Offered Notes available for inspection and review will be represented by the Underwriters in New York not later than 10 a.m. New York time book entries on the business day prior to the Closing Daterecords of DTC and participating members thereof. Definitive notes will be available only under limited circumstances.

Purchase, Sale and Delivery of the Offered Notes. Each of the Company Sponsor and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes to the UnderwritersUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby severally and not jointly agree agrees to purchase the principal amount of the Offered Class A and Class M Notes (other than the Class X, Class M-8, Class M-9 and Class M-10 Notes) (the “Underwritten Notes”) set forth opposite its name in Annex A hereto. At the time of issuance of the Offered Notes, the Receivables Mortgage Loans will be transferred by the Sellers, at the direction of the Company and Sponsor to the Depositor, and by the Depositor to the Trust Issuing Entity pursuant to the Receivables Transfer AgreementSSA and pledged to the Indenture Trustee pursuant to the Indenture. The Offered Underwritten Notes to be purchased by each the Underwriter will be delivered by the Company Sponsor and the Depositor to each the Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("“DTC"”)) against payment of the purchase price therefor, equal to $185,942,713set forth in Annex A hereto, by a same day federal funds wire payable to the order of the CompanySponsor. Settlement shall take place at the offices of Dewex Xxxxx Xxxxxxxxxx XXXLLP, 1301 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 at 10:00 a.m., on June [28]8, 2000 2006 or at such other time thereafter as each of the UnderwritersUnderwriter, the Company Sponsor and the Depositor determine (such time being herein referred to as the "“Closing Date"”). The Offered Underwritten Notes will be prepared in definitive form and in such authorized denominations as each the Underwriter may request, registered in the name of Cede & Co., as nominee of DTCThe Depository Trust Company. The Company Sponsor and the Depositor agree to have the Offered Underwritten Notes available for inspection and review by the Underwriters Underwriter in New York not later than 10 10:00 a.m. New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Offered Notes. Each of the Company and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby the Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly agree jointly, to purchase from the Trust: (i) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Offered Class A-2 Notes set forth opposite the name of such Underwriter in Annex A Schedule I hereto, (ii) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto[,][ and] (iii) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto[ and (iv) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes, if any, set forth opposite the name of such Underwriter in Schedule I hereto [(it being understood that only [____________] will purchase Class B Notes)]]. At Delivery of and payment for the time Offered Notes shall be made at the office of issuance Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York, New York 10000, xx ________, 000__ (the "Closing Date"). Delivery of the Offered Notes, the Receivables will Notes shall be transferred by the Sellers, at the direction made against payment of the Company and the Depositor, purchase price in immediately available funds drawn to the Trust pursuant to order of the Receivables Transfer AgreementSeller. The Offered Notes to be purchased by each Underwriter so delivered will be delivered represented initially by one or more Notes registered in the Company and name of Cede & Co., the Depositor to each Underwriter (which delivery shall be made through the facilities nominee of The Depository Trust Company ("DTC")) against payment . The interests of beneficial owners of the purchase price therefor, equal to $185,942,713, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices of Dewex Xxxxxxxxxx XXX, 1301 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 a.m., on June [28], 2000 or at such other time thereafter as each of the Underwriters, the Company and the Depositor determine (such time being herein referred to as the "Closing Date"). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Company and the Depositor agree to have the Offered Notes available for inspection and review represented by the Underwriters in New York not later than 10 a.m. New York time book entries on the business day prior to the Closing Daterecords of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances.

Purchase, Sale and Delivery of the Offered Notes. Each of the The Company and the Depositor hereby agreeagrees, subject to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby severally and not jointly agree to purchase the principal amount of the Offered Notes set forth in Annex A hereto. At the time of issuance of the Offered Notes, the Receivables will be transferred by the Sellers, at the direction of the Company and the DepositorCompany, to the Trust pursuant to the Receivables Transfer Agreement. The Offered Notes to be purchased by each Underwriter will be delivered by the Company and the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment of the purchase price therefor, equal to $185,942,713260,135,498, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices of Dewex Xxxxxxxxxx XXX, 1301 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 a.m., on June [28]September 29, 2000 1999, or at such other time thereafter as each of the Underwriters, Underwriters and the Company and the Depositor determine (such time being herein referred to as the "Closing Date"). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Company and the Depositor agree agrees to have the Offered Notes available for inspection and review by the Underwriters in New York not later than 10 a.m. New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Offered Notes. Each of the Company Sponsor and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes to the Underwriters, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby severally and not jointly agree to purchase the principal amount of the Offered Notes set forth opposite their respective names in Annex A hereto. At the time of issuance of the Offered Notes, the Receivables Mortgage Loans will be transferred by the Sellers, at the direction of the Company and Sponsor to the Depositor, and by the Depositor to the Trust Issuing Entity pursuant to the Receivables Transfer AgreementSSA and pledged to the Indenture Trustee pursuant to the Indenture. The Offered Notes to be purchased by each Underwriter will be delivered by the Company Sponsor and the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("“DTC"”)) against payment of the purchase price therefor, equal to $185,942,713set forth in Annex A hereto, by a same day federal funds wire payable to the order of the CompanySponsor. Settlement shall take place at the offices of Dewex Xxxxx Xxxxxxxxxx XXXLLP, 1301 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 at 10:00 a.m., on June [April 28], 2000 2006 or at such other time thereafter as each of the Underwriters, the Company Sponsor and the Depositor determine (such time being herein referred to as the "“Closing Date"”). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, registered in the name of Cede & Co., as nominee of DTCThe Depository Trust Company. The Company Sponsor and the Depositor agree to have the Offered Notes available for inspection and review by the Underwriters in New York not later than 10 10:00 a.m. New York time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the Company several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor hereby agree, subject that it has been authorized by the other Underwriters to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon execute this Agreement on their behalf. On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby the Depositor agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly agree jointly, to purchase from the Depositor, the respective principal amount balance of the each class of Offered Notes set forth in Annex A heretoopposite the name of such Underwriter on Schedule 1. At the time Each class of issuance of the Offered Notes, the Receivables will Notes is to be transferred by the Sellers, purchased at the direction of the Company and the Depositorrespective purchase price set forth on Schedule 2, plus accrued interest to the Trust pursuant to the Receivables Transfer Agreementextent set forth on such Schedule 2. The Depositor will deliver the Offered Notes to be purchased by each Underwriter will be delivered by the Company and Representatives for the Depositor to each Underwriter (which delivery shall be made through account of the facilities of The Depository Trust Company ("DTC")) Underwriters against payment of the purchase price thereforin immediately available funds, equal to $185,942,713, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices office of Dewex Xxxxxxxxxx XXXKxxxxxxx & Exxxx LLP, 1301 Xxxxxx xx xxx Xxxxxxxx200 Xxxx Xxxxxxxx Xxxxx, Xxx XxxxChicago, Xxx Xxxx 00000 xx 10 a.m.Illinois 60601, on June [28], 2000 20___ at 10:00 a.m. (Chicago time), or at such other time and place not later than seven full business days thereafter as each of the Underwriters, the Company Representatives and the Depositor determine (determine, such time being herein referred to as the "“[Initial] Closing Date"). .” The Offered Notes so to be delivered will be prepared in definitive form and in such authorized denominations as each Underwriter may request, initially represented by global notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The Company and the Depositor agree to have interests of beneficial owners of the Offered Notes available for inspection and review will be represented by the Underwriters in New York not later than 10 a.m. New York time book entries on the business day prior to the Closing Daterecords of DTC and participating members thereof. Definitive notes will be available only under limited circumstances.

Purchase, Sale and Delivery of the Offered Notes. Each of the Company and the Depositor hereby agree, subject to the terms and conditions hereof, to sell the Offered Notes the Underwriters, who, upon On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth: (i) the Depositor agrees to cause the Trust to sell to each Underwriter, hereby and each Underwriter agrees, severally and not jointly agree jointly, to purchase from the Trust at a purchase price of 99.74803% of the principal amount thereof, the respective principal amount of the Offered Class A-2 Notes set forth in Annex A opposite the name of such Underwriter on Schedule I hereto, (ii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.64621% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite your name on Schedule I hereto, (iii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.54938% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite your name on Schedule I hereto, (iv) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.44201% of the principal amount thereof, the respective principal amount of the Class C Notes set forth opposite your name on Schedule I hereto and (v) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.33780% of the principal amount thereof, the respective principal amount of the Class D Notes set forth opposite your name on Schedule I hereto. At Delivery of and payment for the time Offered Notes shall be made at the office of issuance Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on September 29, 2010 (the “Closing Date”). Delivery of the Offered Notes, the Receivables will Notes shall be transferred by the Sellers, at the direction made against payment of the Company and purchase price in immediately available funds drawn to the order of the Depositor, to the Trust pursuant to the Receivables Transfer Agreement. The Offered Notes to be purchased by each Underwriter so delivered will be delivered represented initially by the Company and the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment of the purchase price therefor, equal to $185,942,713, by a same day federal funds wire payable to the order of the Company. Settlement shall take place at the offices of Dewex Xxxxxxxxxx XXX, 1301 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10 a.m., on June [28], 2000 one or at such other time thereafter as each of the Underwriters, the Company and the Depositor determine (such time being herein referred to as the "Closing Date"). The Offered Notes will be prepared in definitive form and in such authorized denominations as each Underwriter may request, more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The Company and the Depositor agree to have interests of beneficial owners of the Offered Notes available for inspection and review will be represented by the Underwriters in New York not later than 10 a.m. New York time book entries on the business day prior to the Closing Daterecords of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances.