Common use of Purchase and Sale of Offered Notes Clause in Contracts

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf of the several Initial Purchasers has agreed to use their reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust Issuer agrees to sell to the Initial Purchasers Purchaser the Offered NotesNotes (other than any Class B-1 Note that is a Certificated Secured Note sold directly by the Issuer on the Closing Date), and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Offered Notes will be purchased at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Offered Notes is $2,864,375. Such fees payable by the Issuer may be netted by the Initial Purchaser against its purchase price payment for the Offered Notes. It is understood and agreed that the Initial Purchasers are Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Subordinated Notes (which Subordinated Notes will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Master Loan Sale and Servicing Agreement). It is further understood and agreed that the Representative Initial Purchaser may convey retain all or a any portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes (other than the Class A-2 Notes), and the Representative on behalf of the several Initial Purchasers has agreed to use their commercially reasonable best efforts to place their respective allotment of the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the allotments of the aggregate principal amount of Offered Notes of each of ABN AMRO Incorporated, BMO Capital Markets Corp. and X.X. Xxxxxx Securities Inc. is zero. It is further understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class E Note, the Class F Note or the Certificate (which Class E Note, Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf of the several Initial Purchasers has agreed to use their reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement)Notes, the Class F Note or the Certificate (Certificate, all of which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture.