Certificate Purchase Agreement Sample Contracts

HARLEY-DAVIDSON MOTORCYCLE TRUSTS CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • August 5th, 2025 • Harley-Davidson Motorcycle Trust 2024-A • Asset-backed securities • New York
MASTER CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • September 12th, 2023 • Massachusetts

This MASTER CERTIFICATE PURCHASE AGREEMENT (“Agreement”) is dated as of ______________________ and is by and between MASSACHUSETTS ELECTRIC COMPANY (“MECo”), a Massachusetts corporation, NANTUCKET ELECTRIC COMPANY (“Nantucket”), a Massachusetts corporation (together “Buyer”) and ____________________________________a _______ Corporation (“Seller”). This Agreement provides for the sale by Seller of NEPOOL-GIS Certificates, as defined herein, to Buyer. The Buyer and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

EXHIBIT 10.1.17 CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • April 13th, 2004 • Charming Shoppes Inc • Retail-women's clothing stores • New York
INTER-CITY PRODUCTS CORPORATION (USA) CERTIFICATE PURCHASE AGREEMENT (Series 1996-1, Class B) dated as of July 25, 1996
Certificate Purchase Agreement • August 28th, 1998 • International Comfort Products Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENT TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • November 17th, 2009 • Navistar Financial Corp • Miscellaneous business credit institution • New York

THIS AMENDMENT TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this “Amendment”) dated as of November 10, 2009, is entered into among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp., “Liberty Street”), as a Conduit Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Committed Purchaser, and Bank of America, National Association (“Bank of America”), as a Managing Agent, the Administrative Agent and a Committed Purchaser.

Jones Hall, A Professional Law Corporation January 4, 2024
Certificate Purchase Agreement • January 5th, 2024 • California
October 11, 2023
Certificate Purchase Agreement • September 5th, 2023 • New Mexico

Re: $2,520,000 Education Technology General Obligation Lease-Purchase Certificates of Participation, Taxable Series 2023, relating to a Lease- Purchase Agreement, dated as of October 11, 2023, between the Gadsden Independent School District No. 16, as Lessee, and the New Mexico Public Schools Education Technology Assistance Foundation, LLC, as Lessor

EXHIBIT 10.70 EXECUTION COPY SERIES 1998-1 CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • May 15th, 1998 • Specialty Foods Corp • Dairy products • New York
CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • May 5th, 2020 • California

Brandis Tallman LLC (the “Underwriter”) offers to enter into this Certificate Purchase Agreement (this “Purchase Contract”) with the County of Mono (the “County”). This offer is made subject to the County’s acceptance by execution of this Purchase Contract and delivery of the same to the Underwriter on or before 11:59 p.m. Pacific Time on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the County at any time prior to such acceptance. Upon the County’s acceptance hereof, the Purchase Contract will be binding upon the County and the Underwriter.

INTER-CITY PRODUCTS CORPORATION (USA) CERTIFICATE PURCHASE AGREEMENT (Series 1996-1, Class A) dated as of July 25, 1996
Certificate Purchase Agreement • August 28th, 1998 • International Comfort Products Corp • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • June 4th, 2020

The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), offers to enter into this Certificate Purchase Agreement (this “Agreement”) with the City of Flagstaff, Arizona (the “City”), which, upon written acceptance of this offer, will be binding upon the City and the Underwriter. This offer is made subject to written acceptance hereof by the City before 11:59 p.m., Arizona time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof. Terms not defined in this Agreement shall have the same meanings assigned to them in the Trust Agreement and the Official Statement (both defined herein).

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • April 3rd, 2020 • Missouri

Stifel, Nicolaus & Company, Incorporated, as agent for and on behalf of the underwriting group identified on Exhibit A hereto (the “Underwriter”), hereby offers to enter into the following agreement (the “Certificate Purchase Agreement”) for the purchase of $ aggregate principal amount of the City of Sedalia, Missouri, Refunding and Improvement Certificates of Participation, Series 2020 (the “Series 2020 Certificates”), to be executed and delivered pursuant to a Trust Indenture dated as of April 1, 2020 (the “Indenture”), between BOKF, N.A., Kansas City, Missouri, as trustee (the “Trustee”), and the City of Sedalia, Missouri (the “City”). The Series 2020 Certificates will evidence interests in the right of the Registered Owners thereof to a proportionate share of rent payments (the “Rental Payments”) to be made by the City pursuant to an annually renewable Lease Agreement dated as of April 1, 2020 (the “Lease”), entered into between the Trustee, as Lessor, and the City, as Lessee. The

April 14, 2004
Certificate Purchase Agreement • April 28th, 2004 • Banc of America Comm Mort Inc Pass Throu Certs Series 2004 2 • Asset-backed securities

We are rendering this opinion letter pursuant to Section 5 of that certain Certificate Purchase Agreement dated as of April 1, 2004 ("Certificate Purchase Agreement"), by and among Banc of America Commercial Mortgage Inc. ("BACM"), Banc of America Securities LLC ("BAS") and Bear, Stearns & Co. Inc. ("Bear" and together with BAS, the "Initial Purchasers"), and pursuant to Section 6 of that certain Underwriting Agreement dated April 1, 2004 (the "Underwriting Agreement"), by and among BACM; BAS; Bear; Goldman, Sachs & Co. ("Goldman Sachs") and Wachovia Capital Markets, LLC ("Wachovia" and, together with BAS, Bear and Goldman Sachs, the "Underwriters"). We have acted as special counsel to BACM and the Initial Purchasers in connection with (i) the issuance of BACM's Commercial Mortgage Pass-Through Certificates, Series 2004-2 (the "Certificates"), consisting of twenty-three classes: the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificat

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • May 3rd, 2019 • Missouri

Stifel, Nicolaus & Company, Incorporated, as agent for and on behalf of the underwriting group identified on Exhibit A hereto (the “Underwriter”), hereby offers to enter into the following agreement (the “Certificate Purchase Agreement”) for the purchase of $ aggregate principal amount of the City of Sedalia, Missouri, Refunding and Improvement Certificates of Participation, Series 2019 (the “Series 2019 Certificates”), to be executed and delivered pursuant to a Trust Indenture dated as of May 15, 2019 (the “Indenture”), between BOKF, N.A., Kansas City, Missouri, as trustee (the “Trustee”), and the City of Sedalia, Missouri (the “City”). The Series 2019 Certificates will evidence interests in the right of the Registered Owners thereof to a proportionate share of rent payments (the “Rental Payments”) to be made by the City pursuant to an annually renewable Lease Agreement dated as of May 15, 2019 (the “Lease”), entered into between the Trustee, as Lessor, and the City, as Lessee. The wo

Contract
Certificate Purchase Agreement • May 14th, 2014 • South Carolina

GREENVILLE COUNTY, SOUTH CAROLINA GREENVILLE COUNTY TOURISM PUBLIC FACILITIES CORPORATION HOSPITALITY TAX REFUNDING CERTIFICATES OF PARTICIPATION

Dated as of September , 2017 CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • September 1st, 2017 • Missouri

On the basis of the representations, and covenants and upon the terms and conditions contained in this Certificate Purchase Agreement, Branch Banking and Trust Company (the “Purchaser”), offers to purchase from the City of Sedalia, Missouri (the “City”), the above-referenced series of certificates of participation (the “Certificates”), to be delivered pursuant to a Trust Indenture (the “Indenture”) dated as of September 1, 2017, between the City and BOKF, N.A., as trustee (the “Trustee”). The Trustee has pledged and assigned its rights and interests under an annually renewable Lease Purchase Agreement dated as of September 1, 2017 (the “Lease Agreement”), between the Trustee and the City and a Base Lease dated as of September 1, 2017 (the “Base Lease”), between the Trustee and the City, as security for the Certificates under the Indenture. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease Agreement and the Indenture.

THIRD AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (Series 1997-1) by and among SAKS CREDIT CORPORATION, (as successor to Proffitt's Credit Corporation) SAKS INCORPORATED (formerly named "Proffitt's, Inc."), ENTERPRISE FUNDING CORPORATION,...
Certificate Purchase Agreement • April 25th, 2002 • Saks Inc • Retail-department stores • New York

THIS THIRD AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this "Agreement"), dated as of November 19, 2001, by and among SAKS CREDIT CORPORATION (as successor to Proffitt's Credit Corporation), a Delaware corporation (together with its successors and permitted assigns, the "Transferor"), SAKS INCORPORATED (formerly named "Proffitt's, Inc."), a Tennessee corporation, as servicer (in such capacity, the "Servicer"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, "EFC"), FALCON ASSET SECURITIZATION CORPORATION, a Delaware corporation (together with its successors and permitted assigns, "Falcon"), WINDMILL FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, "Windmill", and collectively with EFC and Falcon, the "Purchasers"), BANK OF AMERICA, N.A. (formerly named "NationsBank, N.A.") a national banking association ("Bank of America"), as agent for the Senior Class Conduits and the

AMENDMENT AND EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • October 21st, 2008 • Navistar Financial Corp • Miscellaneous business credit institution • New York

THIS AMENDMENT AND EXTENSION TO AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT (this “Amendment”) dated as of October 15, 2008, is entered into among Navistar Financial Securities Corporation (the “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp., “Liberty Street”), as a Conduit Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent and a Committed Purchaser, and Bank of America, National Association (“Bank of America”), as a Managing Agent, the Administrative Agent and a Committed Purchaser.

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • February 6th, 2025 • Colorado

The undersigned, BofA Securities, Inc. (the “Representative”), acting for itself and for the other underwriters named in the list attached hereto and marked Appendix I hereto (collectively, the “Underwriters”), offers to enter into this Certificate Purchase Agreement (this “Agreement”) with the Regional Transportation District (the “District”) and Asset Acquisition Authority, Inc. (the “Corporation”), and which, upon the District’s and the Corporation’s written acceptance of this offer, will be binding upon the District, the Corporation and the Underwriters. This offer is made subject to the District’s and the Corporation’s written acceptance hereof on or before 5:00 p.m., Mountain Time, on , 2025, and, if not so accepted, will be subject to withdrawal by the Representative upon notice delivered to the District at any time prior to the acceptance hereof by the District and the Corporation. Terms not otherwise defined in this Agreement shall have the same meanings set forth in the Inden

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • June 13th, 2019 • Florida

terms used herein that are not normally capitalized, unless otherwise defined, shall have the meanings ascribed to such terms in the Trust Agreements (as defined below). In conformance with the provisions of Section 218.385, Florida Statutes, as amended, the Underwriters hereby deliver the Disclosure and Truth-in-Bonding Statement attached hereto as Exhibit “B.”

Evidencing the Direct, Undivided Fractional Interests of the Owners Thereof in Lease Payments to be Made by
Certificate Purchase Agreement • March 4th, 2014 • California

The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of April 1, 2014 (the “Trust Agreement”), among the County, the Napa County Public Improvement Corporation (the “Corporation”) and U.S. Bank National Association, as trustee (the “Trustee”). All terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Trust Agreement.

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • November 24th, 2014 • Florida

The undersigned, Citigroup Global Markets Inc. (the “Manager”), being duly authorized, acting on behalf of itself and the other underwriters listed on Exhibit “A” attached hereto (the Manager and such other underwriters being hereinafter collectively referred to as the “Underwriters”), hereby offers to enter into this Certificate Purchase Agreement with the Broward School Board Leasing Corp. (the “Corporation”) and The School Board of Broward County, Florida (the “School Board”) for the purchase and sale by the Underwriters of the Certificates of Participation, Series 2015A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor (the “Series 2015A Certificates”).

As of March 13, 2009
Certificate Purchase Agreement • April 1st, 2009 • Charming Shoppes Inc • Retail-women's clothing stores • New York
TOWN OF CORTE MADERA
Certificate Purchase Agreement • April 15th, 2021
EXHIBIT 4.3 CLASS B-2 CERTIFICATE PURCHASE AGREEMENT Dated as of October 16, 1998
Certificate Purchase Agreement • December 15th, 1998 • Stage Stores Inc • Retail-department stores • New York
R E C I T A L S
Certificate Purchase Agreement • June 9th, 2004 • Navistar Financial Corp • Miscellaneous business credit institution • New York
CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • January 19th, 2012 • Kansas

THIS CERTIFICATE PURCHASE AGREEMENT is dated January , 2012 among SEDGWICK COUNTY UNIFIED SCHOOL DISTRICT NO. 261, HAYSVILLE, KANSAS (the

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • March 2nd, 2012 • Florida

The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Manager”), being duly authorized, acting on behalf of itself and the other underwriters listed on Exhibit “A” attached hereto (the Manager and such other underwriters being hereinafter collectively referred to as the “Underwriters”), hereby offers to enter into this Certificate Purchase Agreement with the Broward School Board Leasing Corp. (the “Corporation”) and The School Board of Broward County, Florida (the “School Board”) for the purchase and sale by the Underwriters of the Certificates of Participation, Series 2012A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor (the “Series 2012A Certificates”).

CERTIFICATE PURCHASE AGREEMENT
Certificate Purchase Agreement • October 21st, 2010 • Florida

The undersigned, Citigroup Global Markets Inc. (the “Manager”), being duly authorized, acting on behalf of itself and the other underwriters listed on Exhibit “A” attached hereto (the Manager and such other underwriters being hereinafter collectively referred to as the “Underwriters”), hereby offers to enter into this Certificate Purchase Agreement with the Broward School Board Leasing Corp. (the “Corporation”) and The School Board of Broward County, Florida (the “School Board”) for the purchase and sale by the Underwriters of the Certificates of Participation, Series 2010B Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by The School Board of Broward County, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Broward School Board Leasing Corp., as Lessor (the “Series 2010B Certificates”).

BEFORE THE BOARD OF COUNTY COMMISSIONERS MULTNOMAH COUNTY. OREGON
Certificate Purchase Agreement • October 1st, 2008

In the matter of approving of the issuance ) and negotiated sale of Certificates of ) Participation in the principal component ) amount of $4.225.168; approving and author- ) izing the Certificate Purchase Agreement; ) approving the Lease-Purchase and Escrow ) Agreement; approving and authorizing the ) execution of the Preliminary Official State- ) ment and Official Statement; and designating ) the Authorized Officer. )

EXHIBIT 8 December 29, 2005 To the Persons Named on Schedule 1 Hereto Re: Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-6 ------------------------------------------------------------ Ladies and...
Certificate Purchase Agreement • January 13th, 2006 • Banc of America Commercial Mortgage Inc., Series 2005-6 • Asset-backed securities

We are rendering this opinion letter pursuant to Section 5(e) of that certain Certificate Purchase Agreement dated as of 16, 2005 ("Certificate Purchase Agreement"), by and among Bank of America, N.A. ("Bank of America"), Banc of America Commercial Mortgage Inc. ("BACM"), Banc of America Securities LLC ("BAS"), Barclays Capital Inc. ("Barclays") and Bear Stearns & Co. Inc. ("Bear Stearns" and together with BAS and Barclays, the "Initial Purchasers") and pursuant to Section 6 of that certain Underwriting Agreement dated as of 16, 2005 (the "Underwriting Agreement"), by and among BACM, BAS, Barclays, Bear Stearns & Co. Inc., Deutsch Bank Securities Inc. ("Deutsche Bank") and Morgan Stanley & Co. Incorporated ("Morgan Stanley" and, together with BAS, Barclays, Bear Stearns and Deutsche Bank, the "Underwriters"). We have acted as special counsel to BACM in connection with (i) the issuance of BACM's Commercial Mortgage Pass-Through Certificates, Series 2005-6 (the "Certificates"), which con