Purchase, Sale and Delivery of the Certificates. 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 the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of [ ]% of the principal amount of the Certificates the respective principal amounts of the Certificates set forth opposite the names of the Underwriters in Schedule I hereto. In addition, the Depositor agrees to cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Certificates of $[ ]. The Depositor will deliver the Certificates to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of XxXxx Xxxxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [ ], [ ], or at such other time not later than seven full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the “Closing Date.” The Certificates to be so delivered will be initially represented by one or more Certificates 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 Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under the limited circumstances specified in the Trust Agreement.

Purchase, Sale and Delivery of the Certificates. The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Class A Certificates to the Underwriters, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby agree to purchase the entire aggregate principal amount of the Class A Certificates in the amounts specified in Schedule A hereto. At the time of issuance of the Certificates, the Initial Mortgage Loans will be sold by the Seller to the Trust pursuant to the Pooling and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Trust for inclusion in both Mortgage Loan Groups, from time to time on or before October 31, 1998. The Seller will be obligated, under the Pooling and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Class A Certificates to be purchased by the Underwriters will be delivered by the Seller to the Underwriters (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment of the purchase price therefor, equal to 99.70% of the aggregate principal amount of the Class A-1 Certificates, 99.70% of the aggregate principal amount of the Class A-2 Certificates, 99.70% of the aggregate principal amount of the Class A-3 Certificates and 99.70% of the aggregate principal amount of the Class A-4 Certificates, plus interest accrued at the Class A-1 Pass-Through Rate on the Class A-1 Certificates, at the Class A-2 Pass-Through Rate on the Class A-2 Certificates and at the Class A-3 Pass-Through Rate on the Class A-3 Certificates, in each case from September 1, 1998 to, but not including, the settlement date, by a same day federal funds wire payable to the order of the Seller. No accrued interest will be payable on the Class A-4 Variable Rate Group Certificates, which shall be dated their date of delivery. The Underwriters' fee shall be 30.00 basis points of each of the Class A Certificates. The Underwriters shall reimburse the Seller for certain fees and expenses, in an amount equal to $25,000, incurred by the Seller in connection with the offering of the Certificates. Settlement shall take place at the offices of Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at 10:00 a.m. (E.S.T.), on September 21, 1998, or at such other time thereafter as the Representative and the Seller determine (such time being herein referred to as the "Closing Date"). The Class A Certificates w...

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Purchase, Sale and Delivery of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and covenants herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, the initial principal amount of the Certificates set forth in Schedule I hereto, at the purchase price set forth in Schedule I, which purchase price is equal to 100.015625% of such initial principal amount. The Company will deliver against payment of the purchase price the Certificates in the form of one or more permanent global Certificates in definitive form (the "Global Certificates") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Certificates will be held only in book-entry form through DTC except in the limited circumstances described in the Final Prospectus. Payment for the Certificates will be made by the Underwriter by wire transfer of same day funds to an account previously designated to the Underwriter by the Company at the offices of Xxxxx, Xxxxx & Xxxxx, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:30 a.m. (New York time) on December 19, 1996, or at such other time as is mutually agreed (such time being herein referred to as the "Closing Date") against delivery of the Global Certificates representing all of the Certificates. The Global Certificates will be made available for checking at the above office of Xxxxx, Xxxxx & Xxxxx at least 24 hours prior to the Closing Date.

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Purchase, Sale and Delivery of the Certificates. 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 Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, the respective Certificates in the respective principal amounts and at the respective purchase prices set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Certificates shall be made at the office of [Xxxxxxxxx Xxxxxxx, LLP, 00 Xxxx Xxxxxx Xxxxx, Suite 3100, Chicago, Illinois, 60601] (or such other place as the Seller and the Representatives shall agree), on [Month Day], 20XX (the “Closing Date”). Delivery of the Certificates shall be made against payment of the purchase price in immediately available funds drawn to the order of the Seller. The Certificates to be so delivered will be initially represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under limited circumstances.

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Purchase, Sale and Delivery of the Certificates. 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 sell to you, and you agree to purchase from the Depositor, the [Residual] Class Certificates at [ ]% of the Certificate Principal Balance thereof, and the [Amortizing] Class Certificates at [ ]% of the initial Certificate Principal Balance thereof plus accrued interest, if any, calculated at an annual rate of [ ]% compounded semiannually. Delivery of and payment for the Certificates shall be made at the offices of Orrick, Herringtxx & Xutcxxxxx XXX, 660 Xxxxx Xvenue, Xxx Xxxx, Xxx Xxxx 00000, xx xx xxxxx [ ,] [ ], or such other date as the parties may agree (the "Closing Date"). Delivery of the Certificates shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Certificates to be so delivered will be initially represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under limited circumstances.

Purchase, Sale and Delivery of the Certificates. 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 sell to you, and you agree to purchase from the Depositor, the Certificates at [ ]% of the Certificate Principal Balance thereof. Delivery of and payment for the Certificates shall be made at the office of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on or about _____ __, 200_, or such other date as the parties may agree (the “Closing Date”). Delivery of the Certificates shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Certificates to be so delivered will be initially represented by one or more Certificates registered in the name of CEDE & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under limited circumstances.

Purchase, Sale and Delivery of the Certificates. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell to the Underwriter, all (but not less than all) of the Certificates, dated the date of delivery, bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The obligation of the City to make Lease Payments as set forth in the Lease Agreement constitutes an obligation of the City, payable during such period as the City has full use and occupancy of the Leased Premises, from funds of the City legally available therefor. The purchase price for the Certificates shall be $[PURCHASE PRICE] (representing the principal amount of the Certificates of $[PAR AMOUNT][, plus net bond issuance premium of $ and] less an Underwriter’s discount of $[UWD]); it being acknowledged that the Underwriter will on the Closing Date, deliver net proceeds to the City in the amount of $[PURCHASE PRICE]. The Certificates shall be substantially in the form described in, shall be executed and delivered and secured under the provisions of the Trust Agreement. The City acknowledges and agrees that: (i) the primary role of the Underwriter, as an underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction among the City, the Corporation and the Underwriter and the Underwriter has financial and other interests that differ from those of the City and the Corporation; (ii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the City or the Corporation and has not assumed any advisory or fiduciary responsibility to the City or the Corporation with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or the Corporation on other matters); (iii) the only obligations the Underwriter has to the City or the Corporation with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract; and (iv) the City and the Corporation have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they have deemed appropriate.

Purchase, Sale and Delivery of the Certificates. 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 sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the entire principal amount of the Certificates set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price of 99.75% of the principal amount thereof. The Investor Certificate Rate for each Interest Period shall equal one-month LIBOR for such Interest Period (determined in accordance with the Pooling and Servicing Agreement) plus 0.25%. The Depositor will deliver the Certificates to the Representative, for the account of the Underwriters, against payment of the purchase price to or upon the order of the Depositor by wire transfer or check in Federal (same day) Funds, at the office of Orrixx, Xxrrxxxxxx & Xutcxxxxx, XXP, 666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10:00 a.m., New York time on September 24, 1998, or at such other time not later than seven full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the "Closing Date." The Certificates to be so delivered will be initially represented by one or more Certificates registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC") or one of the relevant depositories. The interests of beneficial owners of the Certificates will be represented by book entries on the records of, as directed by the Representative, DTC in the United States or Cedel Bank, societe anonyme or the Euroclear System in Europe, and participating members thereof. Definitive Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement.

Purchase, Sale and Delivery of the Certificates. 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 the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Certificates set forth opposite the name of such Underwriter on Schedule I hereto at a purchase price equal to "Price %" as specified on Schedule II hereto. -6- The Depositor will deliver the Certificates to the Representative for the account of the Underwriters, against payment of the purchase price to or upon the order of the Depositor by wire transfer or check in Federal (same day) Funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on ______ __, 199_-_, or at such other time not later than seven full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the "Closing Date." The Certificates to be so delivered will be initially represented by one or more Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement.

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