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

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the satisfaction of the terms set forth herein. The Depositor agrees to instruct the Trustee to issue and agrees to sell to the Underwriters, and the Underwriters agree (except as provided by sections 9 and 11 hereof) to purchase from the Depositor, the Underwritten Certificates at the purchase prices set forth in Schedule I. Delivery of and payment for the Underwritten Certificates to which this Agreement applies will be made at the office of J.P. Morgan Securities Inc. or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and the Underwriters. Each Class of Underwritten Certificates sold to the Underwriters will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and conditions herein set forth, the terms set forth herein. The Depositor agrees to instruct the Trustee to issue and Seller agrees to sell to the Underwriters, and the Underwriters Underwriters, acting severally and not jointly, agree (except as provided by sections 9 and 11 hereof) to purchase from the DepositorSeller, the Underwritten respective principal amounts of Class A Certificates at the purchase prices and Class B Certificates set forth opposite the names of the Underwriters in Schedule I. Delivery 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 payment for (ii) the Underwritten Class B Certificates, __________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to which this Agreement applies will be made the Underwriters against payment of the respective purchase price therefor in immediately available funds to the order of the Seller at the office of J.P. Morgan Securities Inc. Browx & Xood XXX, 555 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx 10:00 A.M., New York City time, on September __, 1997, or sucx xxxxx xxxce as the parties hereto agree at such other time not later than seven full Business Days thereafter as the Underwriters and the Depositor shall agree uponSeller determine, such time being herein referred to as a the "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and the Underwriters. ." Each Class of Underwritten Certificates sold to the Underwriters will be initially represented initially by one or more certificates certificate registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for evidencing the DTC Class A Certificates or the Class B Certificates will be made available only under the limited circumstances specified in the Pooling and Servicing Agreement. The Depositor acknowledges Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and agrees the Underwriters have agreed that the Underwriters are acting solely in Closing Date will be not less than five business days following the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other persondate hereof.

Purchase, Sale and Delivery of Certificates. The commitment Subject to the ------------------------------------------- execution of the Underwriters Terms Agreement for a particular offering of Certificates and subject to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on the basis of terms and conditions and in reliance upon the representations and warranties herein contained and shall be subject to the satisfaction of the terms set forth herein. The in this Agreement and such Terms Agreement, the Depositor agrees to instruct the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, severally and not jointly, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the Depositor, the Underwritten respective original principal amounts of the related Certificates set forth in the related Terms Agreement opposite the name of such Underwriter, plus any additional original principal amount of Certificates which such Underwriter may be obligated to purchase pursuant to Section 10 hereof, at the purchase prices price therefor set forth in Schedule I. such Terms Agreement. Delivery of and payment for the Underwritten Certificates to which this Agreement applies will be made at the office of J.P. Morgan Securities Inc. Xxxxxx Brothers Inc., 0 Xxxxx Xxxxxxxxx Xxxxxx, 000 Xxxxx Xxxxxx, New York, New York 10285, at such time as shall be specified in the applicable Terms Agreement, or sucx xxxxx xxxce at such other time thereafter as the parties hereto agree as the Underwriters you and the Depositor shall agree upon, each such time being herein referred to as a "Closing Date". ." Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Terms Agreement in same day immediately available funds wired to such bank as may be designated by the Depositor, or paid by such other manner of payment as may be agreed upon by the Depositor and the UnderwritersRepresentative. Each Class of Underwritten The Certificates sold to the Underwriters be so delivered will be represented initially by one in fully registered form, or more certificates registered in maintained through the name of Cede & Co., the nominee facilities of The Depository Trust Company Company, as indicated in the applicable Terms Agreement, in such denominations and registered in such names and at such locations as you request, in writing at least 3 business days prior to the Closing Date ("DTC") (or if no such request is made, the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on in the records form of DTC a single Certificate made out to the Representative), and participating members thereof. Definitive certificates for the DTC Certificates will be made available only for checking and packaging at the office of Xxxxxx Brothers at least 24 hours prior to the applicable Closing Date. The parties hereto agree that settlement for all securities sold pursuant to this Agreement shall take place on the terms set forth herein as permitted under Rule 15c6-1 (d) under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personExchange Act.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the satisfaction of the terms set forth herein. The Depositor agrees to instruct the Trustee to issue and agrees to sell to the Underwriters, and the Underwriters agree (except as provided by sections 9 and 11 hereof) to purchase from the Depositor, the Underwritten Certificates at the purchase prices set forth in Schedule I. Delivery of and payment for the Underwritten each Series of Certificates to which this Agreement applies will be made at the office of J.P. Morgan Securities Inc. Credit Suisse First Boston Corporation, 11 Madison Avenue, New York, New York 10010 or sucx xxxxx xxxce such other place as xxxxxxxxx xx xxx Xxxxx Xxxxxxxxx, xx xxxx xime as shall be specified in the parties hereto agree Terms Agreement, or at such other time thereafter as set forth in the Underwriters Terms Agreement, or as you and the Depositor shall agree upon, each such time being herein referred to as a "Closing Delivery Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Terms Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and you. Except as otherwise provided in the Underwriters. Each related Terms Agreement, each Class of Underwritten Certificates of a Series sold to the Underwriters pursuant to such Terms Agreement will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of The the Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling and Servicing Agreement. The Except as otherwise provided in the related Terms Agreement, each Class of Certificates of a Series not sold to the Underwriters pursuant to such Terms Agreement will be in definitive, fully registered form, in such denominations and registered in such names as you shall request, and will be made available at least 24 hours prior to the applicable Closing Date, for checking and packaging at the offices of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038 in such amountx xx determxxxx xxxxxxxx xx xxx Xxxxx Xxxxxxxxx. Except as otherwise provided in the related Terms Agreement, pursuant to Rule 15c6-l(d) under the Exchange Act, the Depositor acknowledges and agrees the Underwriters have agreed that the Underwriters are acting solely in Delivery Date will not be less than five business days following the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other persondate hereof.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the satisfaction of the terms set forth herein. The Depositor agrees to instruct the Trustee to issue and agrees to sell to the Underwriters, and the Underwriters agree (except as provided by sections 9 and 11 hereof) to purchase from the Depositor, the Underwritten Certificates at the purchase prices set forth in Schedule I. Delivery of and payment for the Underwritten Certificates to which this Agreement applies will be made at the office of J.P. Morgan Securities Inc. [Credit Suisse First Boston Corporation, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000] or sucx xxxxx xxxce such other place as specified in the parties hereto agree Terms Agreement, at such time as shall be specified in the Underwriters Terms Agreement, or at such other time thereafter as set forth in the Terms Agreement, or as you and the Depositor shall agree upon, each such time being herein referred to as a "Closing Delivery Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Terms Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and you. Except as otherwise provided in the Underwriters. Each related Terms Agreement, each Class of Underwritten Certificates of a Series sold to the Underwriters pursuant to such Terms Agreement will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling and Servicing Agreement. The Except as otherwise provided in the related Terms Agreement, each Class of Certificates of a Series not sold to the Underwriters pursuant to such Terms Agreement will be in definitive, fully registered form, in such denominations and registered in such names as the Underwriter shall request, and will be made available at least 24 hours prior to the applicable Closing Date, for checking and packaging at the offices of [] in such amounts as determined pursuant to the Terms Agreement. Except as otherwise provided in the related Terms Agreement, pursuant to Rule 15c6-1(d) under the Exchange Act, the Depositor acknowledges and agrees the Underwriters have agreed that the Underwriters are acting solely in Delivery Date will not be less than five business days following the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other persondate hereof.

Purchase, Sale and Delivery of Certificates. The commitment [Subject to the terms and conditions stated herein, the Depositor hereby appoints [______] as its placement agent in connection with the offering of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement Offered [Certificates] [Notes] by [______] on a best efforts basis. Such appointment shall be deemed to have been made terminate on the basis earlier of (i) the representations date on which all Offered [Certificates] [Notes] are placed and warranties herein contained and shall be subject to (ii) the satisfaction of the terms set forth hereinClosing Date. The Depositor agrees Placement Agent shall offer the Offered [Certificates] [Notes] on a best efforts basis to instruct the Trustee third party investors. The Depositor’s obligation to issue and agrees to sell to the Underwriterssell, and the Underwriters agree Placement Agent’s obligation to buy the Offered [Certificates] [Notes] exists only if (except as provided by sections 9 a) all such Offered [Certificates] [Notes] are to be sold on the Closing Date (i.e., an all-or-nothing offering) and 11 hereof(b) all of the Private [Certificates] [Notes] are to purchase from be sold on the Depositor, the Underwritten Certificates at the purchase prices set forth in Schedule I. Closing Date.] Delivery of and payment for the Underwritten Certificates to which this Agreement applies will be made at the office of J.P. Morgan Securities Inc. [______], [______] or sucx xxxxx xxxce such other place as specified in the parties hereto agree Terms Agreement, at such time as shall be specified in the Underwriters Terms Agreement, or at such other time thereafter as set forth in the Terms Agreement, or as you and the Depositor shall agree upon, each such time being herein referred to as a "Closing “Delivery Date"”. Delivery of such Certificates [Certificates] [Notes] shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Terms Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and you. Except as otherwise provided in the Underwriters. Each related Terms Agreement, each Class of Underwritten Certificates [Certificates] [Notes] of a Series sold to the Underwriters pursuant to such Terms Agreement will be represented initially by one or more certificates [certificates] [notes] registered in the name of Cede & Co., the nominee of The Depository Trust Company ("“DTC"”) (the "“DTC [Certificates"] [Notes]”). The interests of the beneficial owners of the DTC Certificates [Certificates] [Notes] will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates [Certificates] [Notes] will be made available only under the limited circumstances specified in the [Pooling and Servicing Agreement] [Indenture]. Except as otherwise provided in the related Terms Agreement, each Class of [Certificates] [Notes] of a Series not sold to the Underwriters pursuant to such Terms Agreement will be in definitive, fully registered form, in such denominations and registered in such names as the Underwriter shall request, and will be made available at least 24 hours prior to the applicable Closing Date, for checking and packaging at the offices of the Underwriter in such amounts as determined pursuant to the Terms Agreement. The Except as otherwise provided in the related Terms Agreement, pursuant to Rule 15c6-1(d) under the Exchange Act, the Depositor acknowledges and agrees the Underwriters have agreed that the Underwriters are acting solely in Delivery Date will not be less than five business days following the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other persondate hereof.