Common use of Introductory Clause in Contracts

Introductory. CBRE Holding, Inc., a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:

Introductory. CBRE Holding, Inc., a Delaware corporation Santander Drive Auto Receivables LLC (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" “Depositor” or the "Initial Purchaser"“Seller”) proposes to sell $65,000,000 [ ] aggregate principal amount of its 16[ ]% Senior Auto Loan Asset Backed Class A-1 Notes Due 2011 (the "“Class A-1 Notes"”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and 339,820 shares $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A common stock A-4 Notes (the "Common Stock"“Class A-4 Notes”) of (collectively, the Company“Notes”) to the several underwriters set forth on Schedule I (each, par value $0.01 per share an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the "Shares" and together with the Notes, the "Offered Securities"“Representative”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of the Closing Date [ ], [ ] (as defined belowamended, supplemented or modified from time to time, the “Indenture”), between Santander Drive Auto Receivables Trust 20[ ]-[ ] (the Company “Issuer”) and State Street Bank and Trust Company of California, N.A.[ ], as indenture trustee (in such capacity, the "“Indenture Trustee"”). As part The assets of the transactions Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light utility trucks (the "Transactions"“Receivables”) as defined in and certain related rights. The Receivables will be sold to the "Description of Issuer by the Notes" Seller and as described under will be serviced for the heading "The Transactions" in the Offering Document Issuer by Santander Consumer USA Inc. (as defined herein“SC USA”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation as servicer ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentscapacity, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement“Servicer”), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not otherwise defined herein shall have the meanings given set forth in Appendix A to such terms in the Offering Document Sale and Servicing Agreement, dated as of [ ] (as defined belowamended, supplemented or modified from time to time, the “Sale and Servicing Agreement”), among the Servicer, the Issuer, the Seller and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and SC USA hereby agree that the “Closing Date” shall be [ ], [ ], [10:00 a.m.], New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). The Company hereby agrees Seller has prepared and filed with the Initial Purchaser Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number [ ]), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a prospectus supplement dated [ ], [ ] (the “Prospectus Supplement”) to the prospectus dated [ ], [ ] (the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto filed with the Commission pursuant to Rule 424(b) prior to the Closing Date and the information included under the caption “Appendix A – Static Pool Information Regarding Certain Previous Securitizations” therein regardless of whether it is deemed part of the Registration Statement or the Prospectus Supplement, is hereinafter referred to as the “Prospectus.”

Introductory. CBRE HoldingSpinCycle, Inc., a Delaware corporation (the ------------ "Company"), ) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation you ("CSFBC" or the "Initial Purchaser") 144,990 Units (the "Units") each consisting of $65,000,000 aggregate 1000 principal amount of its 16at maturity 12 3/4% Senior Discount Notes Due 2011 due 2005 (the "Notes") and 339,820 shares of Class A common stock one Warrant (the "Common StockWarrants") to purchase .1839 shares of the Companycommon stock, par value $0.01 .01 per share (the "Warrant Shares" and and, together with the NotesWarrants, the Notes and the Units, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture indenture, dated as of April 29, 1998 (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Norwest Bank and Trust Company of CaliforniaMinnesota, N.A., as trustee Trustee. The Warrants are to be issued under a warrant agreement to be dated as of April 29, 1998 (the "TrusteeWarrant Agreement") between the Company and Norwest Bank Minnesota, N.A., as Warrant Agent (the "Warrant Agent"). As part The holders of Notes, including the transactions (Initial Purchaser, will be entitled to the "Transactions") as defined in the "Description benefits of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement")) dated as of April 29, a Securityholders' Agreement 1998 between the Company and the Initial Purchaser. The holders of Warrants and Warrant Shares, including the Initial Purchaser, will be entitled to the benefits of the registration rights with respect thereto under the Warrant Agreement. This agreement (the "Securityholders Agreement" or the "Purchase Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Warrant Agreement and the Anti- Dilution Registration Rights Agreement are sometimes referred to in this Agreement collectively as the "" Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). ." The Company hereby agrees with the Initial Purchaser as follows:

Introductory. CBRE Holding, Inc.American Honda Receivables Corp., a Delaware California corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust (the "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 [______________] aggregate principal amount of its 16[____]% Senior Notes Due 2011 Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and 339,820 shares $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A common stock A-4 (the "Common Stock") of the Company, par value $0.01 per share (the "SharesClass A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Offered SecuritiesNotes"). The Notes are to will be issued pursuant to an indenture the Indenture, to be dated as of [____ __, ____] (the "Indenture") ), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of [____ __, ____] (the Closing Date (as defined below"Trust Agreement"), between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as owner trustee (the "Owner Trustee"). As part The Certificates are subordinated to the Notes. The assets of the transactions Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESIReceivables"), with CBRESI as the surviving corporation in such merger respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders AgreementCutoff Date"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsrespect to Simple Interest Receivables, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:certain

Introductory. CBRE HoldingOneMain Finance Corporation (formerly Springleaf Finance Corporation), an Indiana corporation (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNPP”), Citigroup Global Markets Inc. (“Citi”), Mizuho Securities USA LLC (“Mizuho”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $750,000,000 aggregate principal amount of the Company’s 3.500% Senior Notes due 2027 (the “Securities”). The Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the ------------ "Company"“Guarantor” or “Parent”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") direct parent company of the Company. BNPP, par value $0.01 per share Citi and Mizuho have agreed to act as the representatives of the several Underwriters (the "Shares" and together “Representatives”) in connection with the Notes, offering and sale of the "Offered Securities"). The Notes are Company intends to use the proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial’s Social Bond Framework. The Securities will be issued pursuant to an indenture (the "Indenture") to be indenture, dated as of December 3, 2014 (the Closing Date (as defined below“Base Indenture”), between among the Company Company, the Guarantor and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A., as trustee (the "“Trustee"”). As part Certain terms of the transactions Securities will be established pursuant to a supplemental indenture to be dated as of June 22, 2021 (the "Transactions"“Supplemental Indenture”) as defined in to the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement Base Indenture (together with the related guaranties and security documentsBase Indenture, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein“Indenture”). This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement Indenture are sometimes referred to in this Agreement collectively herein as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "“Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). .” The Company hereby agrees confirms its agreements with the Initial Purchaser Underwriters as follows:

Introductory. CBRE Holding, Inc.Capital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the ------------ "Company"“Issuer”), proposesand Capital One Funding, subject to the terms and conditions stated hereinLLC, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 a Virginia limited liability company (the "Notes") and 339,820 shares of Class A common stock “Company”), as beneficiary (the "Common Stock"“Beneficiary”) of the CompanyIssuer, par value $0.01 per share propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the "Shares" and together with the “Notes, the "Offered Securities"”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the Closing Date First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as defined belowso supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Company Issuer and State Street The Bank and Trust Company of California, N.A.New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the "“Indenture Trustee"”). As part The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the transactions Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the "Transactions"“Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the "Description Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Notes" and as described under the heading "Master Trust. The Transactions" Notes designated in the Offering Document applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as defined hereinan “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, which shall include Barclays Capital Inc., X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC, the representatives of such Underwriters (each a Delaware corporation “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A ("CBRESI"each, a “Terms Agreement”), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation each of the Merger, (1) the Company will execute a Notes Registration Rights which incorporates by reference this Underwriting Agreement (the "“Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes Registration Rights designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement", this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Transfer Agreement, the Indenture, the Offered SecuritiesCollateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Exchange Securities “Act”), a shelf registration statement on Form S-3 (as defined in Nos. 333-205946, 000-000000-00 and 333-205946-02), including a form of prospectus, relating to the Notes Registration Rights Agreement)and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the Notes Registration Rights execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Securityholders Agreement Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the Anti- Dilution Agreement are sometimes registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement collectively as the "Operative Documents". All material agreements “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and instruments regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Transactions (including, but not limited to, the Merger Agreement Notes and the Credit Agreement) are sometimes method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:“Prospectus.”

Introductory. CBRE Holding, Inc.Capital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the ------------ "Company"“Issuer”), proposesand Capital One Funding, subject to the terms and conditions stated hereinLLC, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 a Virginia limited liability company (the "Notes") and 339,820 shares of Class A common stock “Company”), as beneficiary (the "Common Stock"“Beneficiary”) of the CompanyIssuer, par value $0.01 per share propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the "Shares" and together with the “Notes, the "Offered Securities"”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the Closing Date First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as defined belowso supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Company Issuer and State Street The Bank and Trust Company of California, N.A.New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the "“Indenture Trustee"”). As part The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the transactions Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the "Transactions"“Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the "Description Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Notes" and as described under the heading "Master Trust. The Transactions" Notes designated in the Offering Document applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as defined hereinan “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), XXXX XX Corp. will merge with which shall include X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and into CB Xxxxxxx Xxxxx ServicesRBC Capital Markets, Inc.LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a Delaware corporation form of which is attached hereto as Exhibit A ("CBRESI"each, a “Terms Agreement”), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation each of the Merger, (1) the Company will execute a Notes Registration Rights which incorporates by reference this Underwriting Agreement (the "“Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes Registration Rights designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement", this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Transfer Agreement, the Indenture, the Offered SecuritiesCollateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Exchange Securities “Act”), a shelf registration statement on Form S-3 (as defined in Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes Registration Rights Agreement)and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the Notes Registration Rights execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Securityholders Agreement Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the Anti- Dilution Agreement are sometimes registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement collectively as the "Operative Documents". All material agreements “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and instruments regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Transactions (including, but not limited to, the Merger Agreement Notes and the Credit Agreement) are sometimes method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:“Prospectus.”

Introductory. CBRE HoldingEnergizer SpinCo, Inc., a Delaware Missouri corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("CSFBC" or “Xxxxxxx Xxxxx”) and the "other several Initial Purchaser") Purchasers named in Annex A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $65,000,000 600,000,000 aggregate principal amount of its 16the Company’s 5.500% Senior Notes Due 2011 due 2025 (the "“Notes"”), pursuant to the terms of this purchase agreement (the “Agreement”). Xxxxxxx Xxxxx has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and 339,820 sale of the Notes. The Notes are being issued by the Company in connection with a spin-off transaction pursuant to which the shares of Class A common stock the Company will be distributed to the stockholders of Energizer Holdings Inc., a Missouri corporation (“Energizer Holdings”). At or before the Effective Date (as defined below), Energizer Holdings and the Company will complete the Internal Reorganization (as defined in the Offering Memorandum (as defined below)), consummate the Separation (as defined in the Offering Memorandum), and enter into the Separation Documents (as defined below). The Separation and Distribution Agreement, the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, and the Trademark License Agreements, each in substantially the form filed as an exhibit to the Company’s Registration Statement on Form 10 filed on May 11, 2015, are collectively referred to herein as the “Separation Documents.” Prior to the Effective Date, the Company will enter into a credit agreement (the "Common Stock"“Credit Agreement”) providing for a term loan and revolving credit facility (the “Credit Facilities”). The Credit Facilities will be guaranteed and secured pursuant to certain agreements described in “Description of Other Indebtedness—Senior Credit Facilities—Guarantees and security” of the Company, par value $0.01 per share Offering Memorandum (the "Shares" and together with the Notescollectively, the "Offered Securities"“Security Documents”). The Notes are to will be issued pursuant to an indenture (the "“Indenture") ”), to be dated as of the Closing Date (as defined below), between by and among the Company and State Street The Bank and of New York Mellon Trust Company of CaliforniaCompany, N.A., as trustee (the "“Trustee"”). As part The Notes will be issued only in book-entry form in the name of the transactions Cede & Co., as nominee of The Depository Trust Company (the "Transactions"“Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the "Description “DTC Agreement”), among the Company and the Depositary. On and after the Effective Date, the payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”), jointly and severally by (i) each of the Company’s domestic restricted subsidiaries that guarantees indebtedness, or is a borrower, under the Credit Agreement, which subsidiaries, as of the Effective Date, are expected to be those entities set forth on Schedule B (collectively, the “Guarantors”), and (ii) any other subsidiary of the Company after the Effective Date that executes an additional guarantee in accordance with the terms of the Indenture. The Notes and the Guarantees related thereto are herein collectively referred to as the “Securities.” On the Closing Date, the Company will enter into an escrow and security agreement (the “Escrow Agreement”) with the Bank of America. N.A., as escrow and security agent (the “Escrow Agent”), and Bank of America, N.A, as financial intermediary, pursuant to which the Company will deposit into an account pledged to the Trustee (the “Escrow Account”) the net proceeds of the offering of the Notes" and as described under , together with an additional amount, in cash (collectively with any other property from time to time held by the heading "The Transactions" in Escrow Agent, the Offering Document (as defined herein“Escrowed Property”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., sufficient to redeem the Notes at a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger redemption price (the "Merger"). Concurrently with “Special Redemption Price”) equal to the consummation principal amount of the MergerNotes plus accrued and unpaid interest on the Notes to, (1) but excluding July 16, 2015. Upon delivery by the Company will execute a Notes Registration Rights Agreement (to the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Escrow Agent and the lenders named therein. This Agreement, Trustee of an officer’s certificate certifying that the Indenture, the Offered Securities, the Exchange Securities Escrow Conditions (as defined in the Notes Registration Rights Escrow Agreement) have been satisfied (the “Escrow Certificate”), the Notes Registration Rights Escrowed Property will be released to the Company (the “Effective Date”). If the Escrow Conditions are not satisfied on or prior to the earlier of July 9, 2015 or such earlier date that the Board of Directors of the Company, in accordance with the Escrow Agreement, determines that the Securityholders Agreement Escrow Conditions will not be satisfied (such date of redemption, the “Special Redemption Date”), the Company will be required pursuant to the terms of the Indenture and the Anti- Dilution Escrow Agreement are sometimes referred to in redeem the Notes at the Special Redemption Price on the Special Redemption Date. On or prior to the Effective Date, each of the Company’s domestic restricted subsidiaries that guarantees the Company’s Credit Facilities shall execute (i) a joinder agreement making them parties to this Agreement collectively as in the "Operative Documents". All material agreements form of Exhibit A hereto (the “Joinder Agreement”) and instruments relating (ii) a supplemental indenture (and any related instruments) pursuant to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries which they assume all of the Company shall include all direct and indirect subsidiaries obligations of a Guarantor under the Company after Indenture (the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below“Supplemental Indenture”). The Company hereby agrees with representations, warranties, covenants and agreements of the Initial Purchaser Guarantors under this Agreement shall not become effective, and the Guarantors shall not have any rights, benefits or obligations under this Agreement, until the execution by the Guarantors of the Joinder Agreement, at which time such representations, warranties, covenants and agreements shall become effective as follows:of the date hereof pursuant to the terms of the Joinder Agreement, and each of the Guarantors shall, without any further action by any person, become a party to this Agreement.

Introductory. CBRE Holding, Inc.Capital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the ------------ "Company"“Issuer”), proposesand Capital One Funding, subject to the terms and conditions stated hereinLLC, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 a Virginia limited liability company (the "Notes") and 339,820 shares of Class A common stock “Company”), as beneficiary (the "Common Stock"“Beneficiary”) of the CompanyIssuer, par value $0.01 per share propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the "Shares" and together with the “Notes, the "Offered Securities"”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the Closing Date First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as defined belowso supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Company Issuer and State Street The Bank and Trust Company of California, N.A.New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the "“Indenture Trustee"”). As part The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the transactions Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the "Transactions"“Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the "Description Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Notes" and as described under the heading "Master Trust. The Transactions" Notes designated in the Offering Document applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as defined hereinan “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, which shall include Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, and Xxxxx Fargo Securities, LLC, the representatives of such Underwriters (each a Delaware corporation “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A ("CBRESI"each, a “Terms Agreement”), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation each of the Merger, (1) the Company will execute a Notes Registration Rights which incorporates by reference this Underwriting Agreement (the "“Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes Registration Rights designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement", this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Transfer Agreement, the Indenture, the Offered SecuritiesCollateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Exchange Securities “Act”), a shelf registration statement on Form S-3 (as defined in Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes Registration Rights Agreement)and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the Notes Registration Rights execution and delivery of the applicable Terms Agreement, the Securityholders Agreement most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the Anti- Dilution Agreement are sometimes registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement collectively as the "Operative Documents". All material agreements “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and instruments regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Transactions (including, but not limited to, the Merger Agreement Notes and the Credit Agreement) are sometimes method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:“Prospectus.”

Introductory. CBRE Holding, Inc.Capital One Multi-asset Execution Trust, a Delaware corporation statutory trust (the ------------ "Company"“Issuer”), proposesand Capital One Funding, subject to the terms and conditions stated hereinLLC, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 a Virginia limited liability company (the "Notes") and 339,820 shares of Class A common stock “Company”), as beneficiary (the "Common Stock"“Beneficiary”) of the CompanyIssuer, par value $0.01 per share propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the "Shares" and together with the “Notes, the "Offered Securities"”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the Closing Date First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document, each having the date stated in the applicable Terms Agreement (as defined belowso supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Company Issuer and State Street The Bank and Trust Company of California, N.A.New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the "“Indenture Trustee"”). As part The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the transactions Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the "Transactions"“Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the "Description Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Notes" and as described under the heading "Master Trust. The Transactions" Notes designated in the Offering Document applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as defined hereinan “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), XXXX XX Corp. will merge with which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and into CB Xxxxxxx Xxxxx ServicesFargo Securities, Inc.LLC, the representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in their capacity as Underwriters of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Representatives, a Delaware corporation form of which is attached hereto as Exhibit A ("CBRESI"each, a “Terms Agreement”), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation each of the Merger, (1) the Company will execute a Notes Registration Rights which incorporates by reference this Underwriting Agreement (the "“Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes Registration Rights designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement", this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “LLC Agreement”), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Transfer Agreement, the Indenture, the Offered SecuritiesCollateral Certificate and the Notes are collectively referred to herein as the “Program Agreements.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Exchange Securities “Act”), a shelf registration statement on Form S-3 (as defined in Nos. 333-189293, 000-000000-00 and 333-189293-02), including a form of prospectus, relating to the Notes Registration Rights Agreement)and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the Notes Registration Rights execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Securityholders Agreement Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the Anti- Dilution Agreement are sometimes registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement collectively as the "Operative Documents". All material agreements “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and instruments regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Transactions (including, but not limited to, the Merger Agreement Notes and the Credit Agreement) are sometimes method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:“Prospectus.”

Introductory. CBRE Holding, Inc.Xxxxxxx Foods Acquisition Corp., a Delaware Minnesota corporation (the ------------ "CompanyAcquisition"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation Banc of America Securities LLC and Bear, Xxxxxxx & Co. Inc. ("CSFBC" or the "Initial PurchaserPurchasers") ), acting severally and not jointly, the respective amounts set forth in such Schedule B of a $65,000,000 200,000,000 aggregate principal amount of its 16Acquisition's 11 3/4% Senior Subordinated Notes Due due April 1, 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to will be issued pursuant to an indenture indenture, dated as of March 27, 2001 (the "Indenture"), between Acquisition and BNY Midwest Trust Company, as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of The Depository Trust Company (the "Depositary") or its nominee pursuant to a letter of representations, to be dated as of the Closing Date (as defined in Section 2) to be entered into in connection with the purchase and sale of the Securities (the "DTC Letter of Representations"), among Acquisition, the Trustee and the Depositary. As described in the Offering Memorandum (as defined below), between the Company and State Street Bank and Trust Company Notes are being sold as part of Californiathe financing that will be used to consummate the acquisition of Xxxxxxx Foods, N.A.Inc., as trustee a Minnesota corporation (the "TrusteeCompany"). As part ) pursuant to an Agreement and Plan of the transactions Merger dated as of December 21, 2000, as amended on March 6, 2001 (the "TransactionsMerger Agreement") as defined in among the "Description of the Notes" Company, M-Foods Holdings, Inc. and as described under the heading "The Transactions" in the Offering Document (as defined herein)Acquisition, XXXX XX Corp. pursuant to which Acquisition will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger Company (the "Merger"). Concurrently with , and the Company will be the surviving corporation and a wholly owned subsidiary of M-Foods Holdings, Inc. M-Foods Holdings, Inc. is a corporation owned by M-Foods Investors, LLC, which, at the consummation of the Merger, will be owned by affiliates of Vestar Capital Partners IV, L.P. (1"Vestar") and Xxxxxxx Xxxx Xxxxxxx & Xxxxxxxx Incorporated, certain members of the Company Company's senior management and existing stockholders. The Merger is subject to the approval of a majority of the shareholders of the Company. All the proceeds from the issuance of the Notes will execute a Notes Registration Rights Agreement be delivered to and held by BNY Midwest Trust Company, as collateral agent (the "Notes Registration Rights Collateral Agent"), pursuant to a collateral pledge and security agreement, dated March 27, 2001 (the "Pledge Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together . In connection with the related guaranties and security documents, consummation of the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Merger and the lenders named therein. This satisfaction of certain conditions set forth in the Pledge Agreement, the Indenture, Collateral Agent will release the Offered Securities, the Exchange Securities Collateral (as defined in the Pledge Agreement) to or upon the order of Acquisition. In the event the Merger is not consummated prior to May 31, 2001, Acquisition will be required to redeem the Notes in accordance with their terms. As a result of the Merger, all of Acquisition's obligations under this Agreement, the Registration Rights AgreementAgreement (defined below), the Notes Registration Rights Agreement, the Securityholders Agreement Indenture and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingNotes will, but not limited toby operation of law, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries become obligations of the Company shall include all direct and indirect subsidiaries Company. In connection with the release of the Company after Collateral in connection with the consummation of the Merger and after consummation of the Merger. Capitalized terms used but not defined herein shall have , the meanings given Trustee, the Company and the Guarantors will enter into a supplemental indenture (the "Supplemental Indenture"), a form of which is included as an attachment to such terms in the Offering Document Indenture, whereby the obligations of Acquisition under the Notes and the Indenture will become obligations of the Company and guaranteed by the Guarantors (as defined below). The payment of principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon consummation of the Merger, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) each of the Company's domestic subsidiaries listed in Schedule A attached hereto, and (ii) any subsidiary of the Company hereby agrees formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and respective successors and assigns of the subsidiaries of the Company referred to in (i) and (ii) above (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of March 27, 2001 (the "Registration Rights Agreement"), among Acquisition (and, after the Merger, the Company) and the Initial Purchaser Purchasers, substantially in the form of Exhibit A attached hereto, pursuant to which Acquisition (and, after the Merger, the Company) agrees to file, within 90 days of the Closing Date, a registration statement with the Securities and Exchange Commission (the "Commission") registering the Exchange Securities under the Securities Act of 1933, as follows:amended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). Acquisition and the Company understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Introductory. CBRE Holding, Inc.GE Life and Annuity Assurance Company, a Delaware corporation stock life insurance company operating under a charter granted by the Commonwealth of Virginia (the ------------ "“Company"”), proposes, subject to in connection with the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Company’s Secured Medium-Term Notes Due 2011 Program (the "Notes"“Institutional Program”) and 339,820 shares of Class A common stock the Genworth DirectNotesSM Program (the "Common Stock") of the Company“Retail Program” and, par value $0.01 per share (the "Shares" and together with the NotesInstitutional Program, the "Offered Securities"“Programs”). The Notes are to be issued , confirms its agreement with Xxxxxx Xxxxxxx & Co. Incorporated and each other institution named on Schedules A-1 and A-2 hereto and any institution appointed as an agent pursuant to Section 19 hereof (each, an indenture (“Agent”, and, collectively, the "Indenture") to be dated as of the Closing Date (as defined below“Agents”), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document each Co-Agent (as defined herein), XXXX XX Corp. with respect to the secured medium-term notes due between nine months and thirty years from the date of issuance under the Programs (the “Notes”) to be offered by separate and distinct special purpose common law trusts from time to time (each, a “Trust” and, collectively, the “Trusts”), each of which shall be formed in a jurisdiction located in the United States of America pursuant to a trust agreement, as amended or modified from time to time, which will merge with adopt and into CB Xxxxxxx Xxxxx Servicesincorporate the standard trust terms (each, a “Trust Agreement” and, collectively, the “Trust Agreements”), in each case between The Bank of New York, or another entity specified therein, as trustee (the “Trustee”), and GSS Holdings II, Inc., or another entity specified therein, as trust beneficial owner (the “Trust Beneficial Owner”). From time to time, upon the formation of a Delaware corporation new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement ("CBRESI"the “Terms Agreement”) substantially in the form set forth in Section C of the pricing instrument to be executed, among others by such Trust and the applicable Agent or Agents specified therein (the “Pricing Instrument”), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust’s “Trust Effective Time”), with CBRESI all the authority, rights, powers, duties and obligations of a Trust as if originally named as a Trust hereunder. Any agreement, covenant, acknowledgment, representation or warranty made by a Trust hereunder shall be deemed to have been made by each Trust at its Trust Effective Time and at the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Applicable Time (as defined below). The Company hereby agrees with the Initial Purchaser as follows:) for such Trust, unless another time or times are specified herein, in which case such specified time or times shall instead apply.

Introductory. CBRE Holding, Inc.XXXX XX Corp., a Delaware corporation (the ------------ "CompanyIssuer"), which is a wholly owned subsidiary of CBRE Holding, Inc. ("Holdings"), a Delaware corporation, proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or "), Credit Lyonnais Securities (USA) Inc., HSBC Securities (USA) Inc. and Scotia Capital (USA) Inc. (the "Initial PurchaserPurchasers") $65,000,000 229,000,000 aggregate principal amount of its 1611 1/4% Senior Subordinated Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock ). The Notes will be unconditionally guaranteed on a senior subordinated basis by Holdings (the "Common StockParent Guaranty") of ; the CompanyParent Guaranty, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes Offered Securities are to be issued pursuant to an indenture (the "Indenture") to be dated as of June 7, 2001 (the "Closing Date (as defined belowDate"), between the Company Issuer, Holdings and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. the Issuer will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation (the "CBRESICompany"), with CBRESI the Company as the surviving corporation in such merger (the "Merger"). As a result of the Merger, all of the Issuer's obligations under the Notes, the Indenture, the Registration Rights Agreement and the Escrow Agreement (as each term is defined herein) will, by operation of law, become obligations of the Company. Concurrently with the consummation of the Merger, (1) the Company and the Subsidiary Guarantors (as defined herein) will execute a Notes counterparts to this Agreement and the Registration Rights Agreement, which will cause the obligations of the Issuer under this Agreement and the Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by the Company and the Subsidiary Guarantors, (2) the Company will enter into a supplemental indenture relating to the Indenture (the "Notes Registration Rights AgreementSupplemental Indenture"), a Securityholders' Agreement which Supplemental Indenture will cause the obligations of the Issuer under the Indenture to be assumed by the Company, (3) the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI Company will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named thereintherein and (4) each subsidiary of the Company that is a guarantor under the Credit Agreement (the "Subsidiary Guarantors") will guarantee the Notes on an unconditional senior subordinated basis pursuant to the terms of the Supplemental Indenture (the "Subsidiary Guaranties"; after the consummation of the Merger, the Subsidiary Guaranties, the Notes and the Parent Guaranty are collectively referred to as the "Offered Securities"). If the Closing Date occurs prior to the consummation of the Merger, the Issuer will, on the Closing Date, deposit with State Street Bank and Trust Company of California, N.A. (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Merger and the other Transactions are not consummated on or prior to the 75th day after the closing of this offering or the Merger Agreement is terminated at any time prior thereto, the Issuer will redeem the Offered Securities at a redemption price equal to 100% of the aggregate principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Merger and the other Transactions are consummated on or prior to the 75th day after the closing of this offering, the Escrowed Funds will be released to the Issuer in connection with the closing of the Merger. This AgreementAgreement (including the counterparts to be executed concurrently with the consummation of the Merger), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, Agreement (including the Securityholders Agreement counterparts to be executed concurrently with the consummation of the Merger) and the Anti- Dilution Escrow Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) ), are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Transactions Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Issuer and Holdings hereby agrees agree with the Initial Purchaser Purchasers as follows:

Introductory. CBRE Holding, Inc.Advanta Business Receivables Corp., a Delaware Nevada corporation (the ------------ "Company"), proposesand Advanta Bank Corp., a Utah industrial loan corporation ("Advanta"), propose, subject to the terms and conditions stated herein, to issue and cause Advanta Business Card Master Trust, a Delaware common law trust (the "Issuer") to sell to Credit Suisse First Boston Corporation the Underwriters named in Schedule A hereto ("CSFBC" or the "Initial PurchaserUnderwriters"), for whom [_______________] is acting as representative (the "Representative") an aggregate of $65,000,000 aggregate [_________] principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") Notes, $[_____________] principal amount of the CompanyClass B Notes, par value and $0.01 per share [_________] principal amount of the Class C Notes (the "Shares" and together with the Notescollectively, the "Offered Securities"), of the Issuer. The Notes are to Offered Securities will be issued pursuant to an indenture under a Master Indenture (the "Indenture") to be dated as of [________], 2000 and an Indenture Supplement dated as of [_________], 2000 (the Closing Date (as defined below"Indenture Supplement"), each between the Company Issuer and State Street Bank and Trust Company of California, N.A.[______________], as indenture trustee (the "Trustee"). As part The Company has previously purchased or will purchase from Advanta receivables in a portfolio of the transactions MasterCard(R) business revolving credit card accounts (the "Transactions") as more fully defined in the Purchase Agreement and the Transfer Agreement, the "Description of Receivables") and certain related rights (together with the Notes" Receivables, and as described under the heading "The Transactions" more fully defined in the Offering Document (as defined herein)Purchase Agreement, XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "MergerPurchased Assets"). Concurrently with ) pursuant to the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Receivables Purchase Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Purchase Agreement") dated as of [________], 2000 by and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of between the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Advanta.

Introductory. CBRE HoldingUnited Rentals (North America), Inc., a Delaware corporation (the ------------ "“Company"”), proposes, subject to agrees with the terms and conditions stated herein, several Underwriters named in Schedule A hereto (“Underwriters”) for whom you are acting as representative (the “Representative”) to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") several Underwriters $65,000,000 aggregate 750,000,000 principal amount of its 163.875% Senior Secured Notes Due 2011 due 2027 (the "“Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"”). The Notes are to will be issued pursuant to an indenture unconditionally guaranteed (the "Indenture"each, a “Guaranty”) to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Serviceson a senior basis by United Rentals, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation and parent of the Merger, Company (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"“Holdings”), and an Anti-Dilution Agreement each of the Company’s subsidiaries listed on Schedule B hereto (the "Anti-Dilution Agreement"“Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Company that becomes a guarantor pursuant to the Indenture (as hereinafter defined). The Notes will be issued under an indenture, to be dated as of November 4, 2019 (the “Indenture”), among the Company, the Guarantors and Wxxxx Fargo Bank, National Association, as trustee (the “Trustee”) and as collateral agent (2the “Notes Collateral Agent”). The Notes and the Guarantees are together referred to as the “Offered Securities”. Pursuant to the terms of the Indenture, the Company and the Guarantors will be required, on the Closing Date (as hereinafter defined), to enter into each of the Notes Collateral Documents (as defined in the General Disclosure Package) CBRESI and cause the Notes Collateral Agent, for the benefit of the holders of the Notes, to be granted valid and perfected liens on the Collateral (as defined in the General Disclosure Package) in order to secure the obligations of the Company and the Guarantors under the Notes and the Indenture. On the Closing Date, the Notes Collateral Agent, on behalf of the holders of the Notes, will enter into a credit joinder agreement (together with the related guaranties and security documents“Joinder”) to the Intercreditor Agreement, dated March 9, 2012 (the “Intercreditor Agreement”), among the Notes Collateral Agent, the "Trustee, the agent under the Company’s Third Amended and Restated Credit Agreement") , dated as of February 15, 2019, among itselfHoldings, the guarantors named thereinCompany, certain subsidiaries of the Company and the lenders referred to therein (the “ABL Credit Suisse First BostonAgreement”) and the agent under the Company’s Credit and Guaranty Agreement, New York branchdated as October 31, 2018, among Holdings, the Company, certain subsidiaries of the Company and the lenders referred to therein (as administrative agentamended on November 20, 2018, the “Term Loan Credit Agreement”), and the lenders named thereinJoinder will be acknowledged by the Company and the Guarantors. On the Closing Date, the Notes Collateral Agent will also enter into an amended and restated Intercreditor Agreement (the “Amended and Restated Intercreditor Agreement”), which pursuant to its terms will become effective and amend and restate the existing Intercreditor Agreement upon completion of the redemption of the Company’s 45/8% Senior Secured Notes due 2023. This Agreement, the Indenture, Indenture and the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively herein as the "“Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)”. The Company hereby agrees and the Guarantors jointly and severally agree with the Initial Purchaser several Underwriters as follows:: For purposes of this Underwriting Agreement (this “Agreement”):

Introductory. CBRE HoldingXxxxxxx Properties, Inc., a Delaware Maryland corporation (the ------------ "CompanyCOMPANY"), proposesXxxxxxx Properties, subject to L.P., a Maryland limited partnership (the terms "OPERATING PARTNERSHIP"), Xxxxxxx Properties Services, Inc., a Maryland corporation (the "SERVICES COMPANY," and conditions stated hereintogether with the Company and the Operating Partnership, to issue and sell to the "TRANSACTION ENTITIES"), each confirms its agreement with Credit Suisse First Boston Corporation LLC ("CSFBC" or the CSFB"Initial Purchaser), Citigroup Global Markets Inc. ("CITIGROUP") $65,000,000 aggregate principal amount and each of its 16% Senior Notes Due 2011 the other underwriters named in SCHEDULE A hereto (the "NotesUNDERWRITERS") for whom CSFB and 339,820 shares of Class A common stock Citigroup are acting as representatives (the "Common StockREPRESENTATIVES") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 36,510,000 shares (the "FIRM SECURITIES") of the Company's common stock, par value $0.01 per share (the "Shares" COMMON STOCK") and together with respect to the Notesgrant by the Company to the Underwriters, the "Offered Securities"). The Notes are acting severally and not jointly, of an option to be issued pursuant to purchase an indenture aggregate of not more than 5,476,500 additional shares of Common Stock (the "IndentureOPTIONAL SECURITIES") ), subject to be dated as of the terms and conditions set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." On or prior to the First Closing Date (as defined belowhereinafter defined), between the Company and State Street Bank and Trust Company will complete a series of California, N.A., as trustee transactions (the "TrusteeFORMATION TRANSACTIONS"). ) described in the Prospectus (as hereinafter defined) under the captions "Structure and Formation of the Company" and "Certain Relationships and Related Transactions." As part of the transactions Formation Transactions, (i) certain entities (the "TransactionsPROPERTY PARTNERSHIPS") as defined will contribute properties or interests therein to the Operating Partnership or its designee, or will merge into the Operating Partnership or its designee, in the "Description exchange for units of limited partnership of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Operating Partnership ("CBRESIOP UNITS"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger) or cash, (1ii) certain persons will contribute their direct and indirect interests in certain Property Partnerships to the Operating Partnership or its designee in exchange for OP Units or cash, (iii) certain entities and individuals will contribute a portion of a third-party management business to the Services Company in exchange for OP Units, (iv) the Company will execute a Notes Registration Rights Agreement (contribute the "Notes Registration Rights Agreement"), a Securityholders' Agreement (net proceeds from the "Securityholders Agreement"), and an Anti-Dilution Agreement (public offering of the "Anti-Dilution Agreement") Offered Securities to the Operating Partnership in exchange for OP Units and (2v) CBRESI the Operating Partnership will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:purchase certain properties or interests therein from third parties for cash.

Introductory. CBRE HoldingCHS/Community Health Systems, Inc., a Delaware corporation (the ------------ "“Company"”), proposesa wholly owned subsidiary of Community Health Systems, Inc., a Delaware corporation (“Holdings”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate several Purchasers U.S.$3,021,331,000 principal amount of its 168.875% Senior Notes Due 2011 due 2015 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "“Offered Securities"). The Notes are ”) to be issued pursuant to under an indenture (the "Indenture") to be indenture, dated as of of, and as supplemented through, the Closing Date (as hereinafter defined), between the Company and U.S. Bank, National Association, as Trustee (the “Trustee”) (including the Supplemental Indenture (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"“Indenture”). As part The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest by Holdings and each of the transactions (the "Transactions") as defined in the "Description of the Notes" Company’s existing subsidiaries listed on Schedule B hereto and as described under the heading "The Transactions" in the Offering Document (as defined herein)certain subsequently acquired or organized subsidiaries, XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Servicesincluding Triad Hospitals, Inc., a Delaware corporation ("CBRESI")“Triad”) and certain of its subsidiaries listed on Schedule C hereto (collectively, with CBRESI as the surviving corporation in “Guarantors” and such merger (guarantees, the "Merger"“Guarantees”). Concurrently with the consummation issuance of the Offered Securities and as part of the transactions (the “Transactions”), as described under the heading “The Proposed Triad Acquisition and Financing” in the General Disclosure Package (as defined below), FWCT-1 Acquisition Corporation, a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Holdings, will merge (the “Merger”) with and into Triad, with Triad continuing as the surviving entity, pursuant to an agreement and plan of merger dated as of March 19, 2007 (the “Merger Agreement”), among Merger Sub, Holdings and Triad. In connection with the Merger, (1i) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a senior secured credit agreement (together with the related guaranties guarantees and security documents, the "“Credit Agreement") ”), among itself, Holdings, the guarantors named therein, the lenders named therein and Credit Suisse First Boston, New York branchSuisse, as administrative agent and collateral agent, ; (ii) the Company and the lenders named therein. This Agreement, Guarantors will execute the Indenture, Indenture and the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees , (iii) Triad and the subsidiary guarantors of Triad, as listed in Schedule C attached hereto (the “Triad Guarantors”) will execute a supplemental indenture to the Indenture (the “Supplemental Indenture”) upon consummation of the Merger, (iv) Triad and the Triad Guarantors will execute counterparts to this Agreement and the Registration Rights Agreement upon consummation of the Merger and (v) Holdings and Triad will have made tender offers for any and all of the outstanding (A) 61/2% Senior Subordinated Notes due 2012 of Holdings (the “61/2% Senior Subordinated Notes”), (B) 7% Senior Notes due 2012 of Triad (the “7% Senior Notes”) and (C) 7% Senior Subordinated Notes due 2013 of Triad (the “7% Senior Subordinated Notes”, and together with the Initial Purchaser as follows:61/2% Senior Subordinated Notes and the 7% Senior Notes, the “Existing Notes”) and will repurchase Existing Notes validly tendered on the terms and subject to the conditions set forth in the respective Offers to Purchase and Consent Solicitation Statements and Letters of Instructions (collectively, the “Statements”). For the avoidance of doubt, the terms Guarantor and Triad Guarantor do not include Triad or any of its subsidiaries prior to the date of consummation of the Merger.

Introductory. CBRE Holding, Inc.Computer Access Technology Corporation, a Delaware _________ corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 several underwriters named in Schedule A (the "NotesUnderwriters") and 339,820 an aggregate of ---------- ___________ shares of Class A common stock (the "Common StockFirm Shares") of the Companyits Common Stock, par value $0.01 _______ per share (the "Common Shares" "). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional _________ Common Shares (the "Option Shares") as provided in Section 2. The Firm Shares and, if and together with to the Notesextent such option is exercised, the Option Shares are collectively called the "Shares". FleetBoston Xxxxxxxxx Xxxxxxxx Inc. ("Xxxxxxxxx Xxxxxxxx"), CIBC World Markets, XX Xxxxx Securities and Xxxxxxx & Company, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Offered SecuritiesRepresentatives") in connection with the offering and sale of the Shares. As a part of the offering contemplated by this Agreement, Xxxxxxxxx Xxxxxxxx has agreed to reserve out of the Shares set forth opposite its name on Schedule II to this Agreement, up to _________________ shares, for sale to the Company's employees, officers, and directors [and other parties associated with the Company] (collectively, "Participants"), as set forth in the Prospectus (as defined below) under the heading "Underwriting" (the "Directed Share Program"). The Notes are Shares to be issued sold by Xxxxxxxxx Xxxxxxxx pursuant to an indenture the Directed Share Program (the "IndentureDirected Shares") will be sold by Xxxxxxxxx Xxxxxxxx pursuant to be dated this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants as of 7:00am California time on the Closing Date (first day trading of the Shares commences will be offered to the public by Xxxxxxxxx Xxxxxxxx as defined below), between set forth in the Prospectus. The Company has prepared and State Street Bank filed with the Securities and Trust Company of California, N.A., as trustee Exchange Commission (the "TrusteeCommission") a registration statement on Form S-1 (File No. 333-______). As part , which contains a form of prospectus, subject to completion, to be used in connection with the public offering and sale of the transactions Shares. Each such prospectus, subject to completion, used in connection with such public offering is called a "preliminary prospectus". Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESISecurities Act"), with CBRESI as including any information deemed to be a part thereof at the surviving corporation in such merger (time of effectiveness pursuant to Rule 430A under the Securities Act, is called the "MergerRegistration Statement"). Concurrently with Any registration statement filed by the consummation Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the MergerRule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, (1) in the Company will execute a Notes Registration Rights Agreement (form first used by the Underwriters to confirm sales of the Shares, is called the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative DocumentsProspectus". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References references in this Agreement to the subsidiaries Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the Company foregoing, shall include all direct any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Retrieval System (as defined below"XXXXX"). The Company hereby agrees confirms its agreement with the Initial Purchaser Underwriters as follows:

Introductory. CBRE Holding, iStar Financial Inc., a Delaware Maryland corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation confirms its agreement with Barclays Capital Inc. ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes"“Barclays”) and 339,820 the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares set forth in such Schedule A of Class A common stock (the "Common Stock") 3,500,000 shares of the Company, par value $0.01 per share ’s 4.50% Series J Cumulative Convertible Perpetual Preferred Stock (the "Shares" “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional 500,000 shares of its 4.50% Series J Cumulative Convertible Perpetual Preferred Stock (the “Option Securities” and, together with the NotesInitial Securities, the "Offered “Securities"”). Barclays has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. The Notes are to Securities will be issued pursuant to an indenture Articles Supplementary designating the rights and preferences of the Securities (the "Indenture"“Articles Supplementary”) to be filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated as of on or before the Closing Date (as defined belowin Section 2 hereof), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named thereinDepositary. This Agreement, the IndentureSecurities and the Articles Supplementary are referred to herein as the “Transaction Documents.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-181470), which contains a base prospectus (the Offered “Base Prospectus”), to be used in connection with the public offering and sale of preferred securities, including the Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries other securities of the Company shall include all direct under the Securities Act of 1933, as amended, and indirect subsidiaries of the Company after rules and regulations promulgated thereunder (collectively, the consummation of “Securities Act”), and the Mergeroffering thereof from time to time in accordance with Rule 415 under the Securities Act. Capitalized terms used but not defined herein shall have Such registration statement, including the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:financial

Introductory. CBRE Holding, Inc.Gulfport Energy Corporation, a Delaware corporation (the ------------ "“Company"”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate several Purchasers U.S.$350,000,000 principal amount of its 166.625% Senior Notes Due 2011 due 2023 (the "“Notes"”) and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture (the "Indenture") indenture, to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and State Street Bank and Trust Company of CaliforniaCompany, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document Guarantors (as defined herein) and Xxxxx Fargo Bank, National Association, as Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “Guarantors” and such Guarantees, the “Guarantees”), XXXX XX Corp. will merge with . Credit Suisse Securities (USA) LLC (“Credit Suisse”) and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Scotia Capital ("CBRESI"), with CBRESI USA) Inc. (“Scotia Capital”) have agreed to act as the surviving corporation representatives (together, the “Representatives”) of the Purchasers in such merger (the "Merger"). Concurrently connection with the consummation offering and sale of the Merger, (1) Notes. The holders of the Company Notes will execute be entitled to the benefits of a Notes Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the "Notes “Registration Rights Agreement"”), a Securityholders' Agreement pursuant to which the Company and the Guarantors agree to file with the Securities and Exchange Commission (the "Securityholders Agreement"“Commission”) (a) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and an Anti-Dilution Agreement certain administrative terms (the "Anti-Dilution Agreement"“Exchange Notes”), to be offered in exchange for the Notes (the “Exchange Offer”) and (2b) CBRESI will enter into under certain circumstances, a credit agreement shelf registration statement (together with the related guaranties and security documents, “Shelf Registration Statement”) pursuant to Rule 415 of the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments Act relating to the Transactions (including, but not limited to, resale of the Merger Agreement Notes and the Credit Agreement) related Guarantees. The Notes and the Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents “Offered Securities” and the Transaction Agreements Exchange Notes and related Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries “Exchange Securities.” Each of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Guarantors hereby agrees with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE Holding, Inc.Gulfport Energy Corporation, a Delaware corporation (the ------------ "“Company"”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate several Purchasers U.S.$650,000,000 principal amount of its 166.000% Senior Notes Due 2011 due 2024 (the "“Notes"”) and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture (the "Indenture") indenture, to be dated as of the Closing Date (as defined below) (the “Indenture”), between the Company and State Street Bank and Trust Company of CaliforniaCompany, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document Guarantors (as defined herein) and Xxxxx Fargo Bank, National Association, as Trustee. The Notes will be unconditionally guaranteed as to the payment of principal and interest by each subsidiary listed on Schedule D hereto (the “Guarantors” and such Guarantees, the “Guarantees”), XXXX XX Corp. will merge with . Credit Suisse Securities (USA) LLC (“Credit Suisse”) and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Scotia Capital ("CBRESI"), with CBRESI USA) Inc. (“Scotia Capital”) have agreed to act as the surviving corporation representatives (together, the “Representatives”) of the Purchasers in such merger (the "Merger"). Concurrently connection with the consummation offering and sale of the Merger, (1) Notes. The holders of the Company Notes will execute be entitled to the benefits of a Notes Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (the "Notes “Registration Rights Agreement"”), a Securityholders' Agreement pursuant to which the Company and the Guarantors agree to file with the Securities and Exchange Commission (the "Securityholders Agreement"“Commission”) (a) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to another series of the Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and an Anti-Dilution Agreement certain administrative terms (the "Anti-Dilution Agreement"“Exchange Notes”), to be offered in exchange for the Notes (the “Exchange Offer”) and (2b) CBRESI will enter into under certain circumstances, a credit agreement shelf registration statement (together with the related guaranties and security documents, “Shelf Registration Statement”) pursuant to Rule 415 of the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments Act relating to the Transactions (including, but not limited to, resale of the Merger Agreement Notes and the Credit Agreement) related Guarantees. The Notes and the Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents “Offered Securities” and the Transaction Agreements Exchange Notes and related Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries “Exchange Securities.” Each of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Guarantors hereby agrees with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE Holding, Inc.Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller”), Santander Drive Auto Receivables Trust 2007-1, a Delaware statutory trust (the “Issuer”) and Santander Consumer USA Inc., an Illinois corporation (the ------------ "Company"“Santander Consumer”), proposesconfirm their agreement with Wachovia Capital Markets, subject LLC and the other underwriters named in the applicable Terms Agreement (collectively, the “Underwriters”) as follows: The Seller proposes to sell to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or Underwriters the "Initial Purchaser") $65,000,000 aggregate principal amount notes of its 16% Senior Notes Due 2011 the classes designated in the applicable Terms Agreement (the "“Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"”). The Notes are to be issued pursuant to an indenture by the Issuer under the Indenture (the "“Indenture") to be ”), dated as of the Closing Date (as defined below)Date, between the Company Issuer and State Street Bank and Trust Company of CaliforniaWxxxx Fargo Bank, N.A.National Association, as indenture trustee (the "“Indenture Trustee"”). As part of The Notes will be collateralized by the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Trust Estate (as defined below). The Company hereby agrees assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation: (i) all right, title, and interest of the Seller in and to the Contracts acquired by the Issuer under the Sale and Servicing Agreement, dated as of the Closing Date, by and among the Seller, the Issuer, Santander Consumer, Wxxxx Fargo Bank, National Association as the backup servicer (the “Backup Servicer”) and the Indenture Trustee (the “Sale and Servicing Agreement”) and all monies due thereunder after the applicable Cut-Off Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Contracts and any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life or disability, or other insurance policies maintained by the Obligors thereon covering the Financed Vehicles or the Obligors relating to the Contracts and any proceeds from the liquidation of Contracts or the related Financed Vehicles; (iv) all right, title and interest (but not the obligations) of the Seller in and to the Contribution Agreement and the Sale and Servicing Agreement, insofar as such right, title and interest relates to the Contracts, the related Contract Files or the related Financed Vehicles, including the right of the Seller to cause the Originator, as applicable, to repurchase the Contracts from the Seller under certain circumstances; (v) the interest of the Seller in any Dealer Recourse relating to the Contracts; (vi) the interest of the Seller in certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Contracts in effect after the applicable Cut-Off Date; (vii) the Trust Accounts and all funds on deposit from time to time and all rights of the Seller therein; (viii) the related Contract Files; (ix) rights under the Interest Rate Swap Agreement and payments made by the Swap Counterparty thereunder; and (x) the proceeds of any and all of the foregoing. The Contracts and the Related Security will be conveyed to the Seller by Santander Consumer pursuant to the Contribution Agreement, dated as of the Closing Date, between the Seller and Santander Consumer (the “Contribution Agreement”) and will be conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. On the Closing Date, the Issuer will enter into an interest rate swap agreement with the Initial Purchaser Swap Counterparty to hedge the floating interest rate on the Class A-4 Notes (the “Swap Agreement”). On the Closing Date the Insurer will issue a note guaranty insurance policy (the “Note Policy”) guaranteeing certain payments due in respect of the Class A Notes and a swap policy (the “Swap Policy”) guaranteeing certain payments due by the Issuer to the Swap Counterparty. On the Closing Date, the Letter of Credit Bank will issue a Reserve Account Letter of Credit for the benefit of the Indenture Trustee, the Insurer and the Noteholders. The terms of the Notes are set forth in the Registration Statement (as follows:defined below) and the related Prospectus (as defined below), as supplemented by a Prospectus Supplement (as defined below). Capitalized terms used herein but not defined herein or in the Terms Agreement (as defined below) shall have the meanings given such terms in Appendix A to the Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the "Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-139609), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof. If any post-effective amendment has been filed with respect thereto prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective Underwriting Agreement by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, the "Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

Introductory. CBRE Holding, Inc.Advanta Business Receivables Corp., a Delaware Nevada corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation cause Advanta Business Card Master Trust, a Delaware common law trust ("CSFBC" or the "Initial PurchaserIssuer") ), to issue $65,000,000 225,000,000 aggregate principal amount of its 16% Senior Advanta Business Card Master Trust AdvantaSeries Class A(2005-A2) Asset Backed Notes Due 2011 (the "Notes") and 339,820 shares ). The Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of Class A common stock August 1, 2000 (the "Common StockTrust Agreement") of between the Company and Wilmington Trust Company, par value $0.01 per share as owner trustee (the "SharesOwner Trustee"). The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the "Master Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2005-A2) Terms Document dated as of July 7, 2005 (the "Indenture Supplement" and together with the NotesMaster Indenture, the "Offered SecuritiesIndenture"). The Notes assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA business revolving credit card accounts of Advanta Bank Corp. The Receivables are transferred to be issued the Issuer pursuant to an indenture a Transfer and Servicing Agreement, dated as of August 1, 2000 (the "IndentureTransfer and Servicing Agreement") ), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to be the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the Closing Date (as defined below"Receivables Purchase Agreement"), between the Company and State Street Bank and Trust Company Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of Californiathe Noteholders pursuant to a letter agreement dated as of August 1, N.A., as trustee 2000 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Security Agreement"), a Securityholders' Agreement between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Securityholders Administration Agreement"), and an Anti-Dilution Agreement between Advanta, as administrator (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsin such capacity, the "Credit AgreementAdministrator") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent), and the lenders named thereinIssuer. This The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Trust Agreement, the Securityholders Security Agreement and the Anti- Dilution Administration Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingherein, but not limited tocollectively, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents." This Underwriting Agreement is referred to herein as this ". References in this Agreement to Agreement." To the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized extent not defined herein, capitalized terms used but not defined herein shall have the meanings given to such terms assigned in the Offering Document (as defined below)Transaction Documents. The Advanta and the Company hereby agrees agree with the Initial Purchaser underwriters for the Notes listed on Schedule A hereto (the "Underwriters") as follows:

Introductory. CBRE Holding, Inc., a Delaware corporation Xxxxxxx Auto Receivables Corp. (the ------------ "CompanyDepositor"), proposes, subject ) has previously filed a registration statement with the Securities and Exchange Commission relating to the terms issuance and conditions stated herein, sale from time to time of up to $____ of asset backed notes and/or asset backed certificates. The Depositor proposes to cause XXXXXXX AUTO TRUST 199_-_ (the "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate ___ principal amount of its 16___% Senior Notes Due 2011 Class A Asset Backed Certificates (the "NotesClass A Certificates") and 339,820 shares $___ principal amount of its Class A common stock B ___% Asset Backed Certificates (the "Common Stock") of the CompanyClass B Certificates" and, par value $0.01 per share (the "Shares" and together with the NotesClass A Certificates, the "Offered SecuritiesCertificates"). The Notes are to be issued pursuant to an indenture assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts and other motor vehicle installment chattel paper (the "IndentureReceivables") secured by new and used automobiles (including passenger cars, minivans, sport/utility vehicles and light trucks) financed thereby (the "Financed Vehicles"), and certain monies received thereunder on or after , ______ __, 199_-_ (the "Cutoff Date"), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of , ______ __, 199_-_ (the Closing Date (as defined below)"Pooling and Servicing Agreement") among ________, between the Company and State Street Bank and Trust Company of California, N.A., as trustee a ______ (the "Trustee"). As part of , the transactions Depositor, Barnet Dealer Financial Services, Inc. ("BDFS"), as servicer (the "TransactionsServicer") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger sponsor (the "MergerSponsor"). Concurrently with Pursuant to the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), Pooling and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Servicing Agreement, the IndentureDepositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Pooling and Servicing Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred Servicer will agree to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries perform certain administrative tasks on behalf of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Trust.

Introductory. CBRE HoldingEach of (a) Principal Life Insurance Company, an Iowa life insurance company (the "Company"), and (b) Principal Financial Group, Inc., a Delaware corporation (the ------------ "Guarantor" and, together with the Company, the "Principal Entities"), proposesin connection with the Company's Secured Medium-Term Notes Program (the "Institutional Program") and the Principal(R) Life CoreNotes(SM) Program (the "Retail Program" and, subject together with the Institutional Program, the "Programs"), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and each other instxxxxxxx named on Scheduxx X xerexx xxd any institution appointed as an agent pursuant to Section 19 hereof (each, an "Agent", and, collectively, the "Agents") with respect to the terms secured medium-term notes due between nine months and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or thirty years from the "Initial Purchaser") $65,000,000 aggregate principal amount date of its 16% Senior Notes Due 2011 issuance under the Programs (the "Notes") to be offered by separate and 339,820 shares of Class A distinct special purpose common stock law trusts from time to time (the each, a "Common Stock") of the CompanyTrust" and, par value $0.01 per share (the "Shares" and together with the Notescollectively, the "Offered SecuritiesTrusts"). The Notes are to , each of which shall be issued formed in a jurisdiction located in the United States of America pursuant to an indenture a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a "Trust Agreement" and, collectively, the "IndentureTrust Agreements") to be dated as of the Closing Date (as defined below), in each case between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" , and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGSS Holdings II, Inc., a Delaware corporation corporation, as trust beneficial owner (the "CBRESITrust Beneficial Owner"). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement set forth in Section D of the omnibus instrument (the "Terms Agreement") to be executed by such Trust and the applicable Agent or Agents, among others (the "Omnibus Instrument"), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust's "Trust Effective Time"), with CBRESI all the authority, rights, powers, duties and obligations of a Trust as the surviving corporation in such merger (the "Merger")if originally named as a Trust hereunder. Concurrently with the consummation of the MergerAny agreement, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement")covenant, a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:acknowledgment,

Introductory. CBRE Holding, Inc., a Delaware corporation Onyx Acceptance Financial Corporation (the ------------ "Company"), proposes, subject ) proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 cause Onyx Acceptance Grantor Trust 1998-1 (the "NotesTrust") to sell to Merrxxx Xxxch, Pierxx, Xxnnxx & Xmitx Xxxorporated (the "Representative") and 339,820 shares of Class A common stock Solomon Brothers Inc. (together with the Representative the "Underwriters") ____% Auto Loan Pass-Through Certificates, Series 1998-1 (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered SecuritiesCertificates"). The Notes are to Certificates will be issued pursuant to an indenture a Pooling and Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation as Servicer (the "IndentureServicer" or ") to be dated as of the Closing Date (as defined belowOnyx"), between the Company and State Street Bank and Bankers Trust Company of California, N.A., as trustee Trustee (the "Trustee"). As part , dated as of the transactions March 1, 1998 (the "Transactions") as defined in the "Description of the Notes" Pooling and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESIServicing Agreement"), with CBRESI as the surviving corporation in such merger . Pursuant to an insurance and reimbursement agreement (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Insurance Agreement") among itselfthe Company, Onyx Acceptance Corporation, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Trustee and MBIA Insurance Corporation (the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement"Insurer"), the Notes Registration Rights AgreementInsurer has issued its financial guarantee insurance policy (the "Guarantee") to the Trustee for the benefit of the Certificateholders guaranteeing timely payment of interest and principal on the Certificates. The assets of the Trust will include, among other things, (i) a pool (the Securityholders Agreement "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Seller and serviced by the Servicer, (ii) the Guarantee, (iii) security interests in the Financed Vehicles and the Anti- Dilution Agreement are sometimes referred rights to in this Agreement collectively as receive proceeds from claims on certain insurance policies covering the "Operative Documents". All material agreements and instruments relating to Financed Vehicles or the Transactions (including, but not limited to, the Merger Agreement individual obligors under each related Contract and the Credit Agreementright to proceeds under a blanket insurance policy, (iv) are sometimes referred to all amounts on deposit in this Agreement collectively as the "Transaction Agreements". The Operative Documents and Collection Account, (v) the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries right of the Company shall include to cause Onyx to repurchase certain Contracts under certain circumstances, and (vi) all direct and indirect subsidiaries proceeds of the Company after foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to the consummation outstanding principal balance of Contracts as of March 1, 1998 (the Merger"Cut-Off Date"). Capitalized terms used but herein and not otherwise herein defined herein shall have the meanings given assigned to such terms in the Offering Document (as defined below)Pooling and Servicing Agreement. The Company hereby agrees with the Initial Purchaser Underwriters, as follows:

Introductory. CBRE Holding, Inc.Alliance Data Systems Corporation, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several Initial Purchasers named in Schedule A ("CSFBC" or the "Initial PurchaserPurchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of this Purchase Agreement (this "Agreement") $65,000,000 of €400,000,000 aggregate principal amount of its 16the Company's 4.500% Senior Notes Due 2011 due 2022 (the "Notes"). BNP Paribas ("BNP Paribas") and 339,820 shares has agreed to act as the representative of Class A common stock the several Initial Purchasers (the "Common StockRepresentative") in connection with the offering and sale of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to Securities (as defined below) will be issued pursuant to an indenture indenture, to be dated as of March 14, 2017 (the "Indenture") to be dated as of ), among the Closing Date Company, the Guarantors (as defined below), between the Company ) and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions The Notes will be issued only in book entry form and deposited with a common depositary (the "TransactionsCommon Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as defined "Guarantors" and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESIGuarantors"), with CBRESI as the surviving corporation in such merger pursuant to their guarantees (the "MergerGuarantees"). Concurrently with The Notes and the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (Guarantees attached thereto are herein collectively referred to as the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. Securities." This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement Indenture are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively herein as the "Transaction Documents". References in this Agreement ." The Company understands that the Initial Purchasers propose to the subsidiaries make an offering of the Company shall include all direct Securities on the terms and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the "Time of Sale"). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 3, 2017 (the "Preliminary Offering Memorandum"), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 9, 2017 (the "Pricing Supplement"), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the "Pricing Disclosure Package." Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the "Final Offering Memorandum"). All references herein to the terms "Pricing Disclosure Package" and "Final Offering Memorandum" shall be deemed to mean and include all information filed by the Company under the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms "amend," "amendment" or "supplement" with respect to the Pricing Disclosure Package or the Final Offering Memorandum shall be deemed to mean and include all information filed by the Company under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby agrees confirms its agreements with the Initial Purchaser Purchasers as follows:

Introductory. CBRE HoldingToyota Leasing, Inc., a Delaware California corporation (the ------------ "CompanyTransferor"), proposesand Toyota Motor Credit Corporation, subject a California corporation ("TMCC"), hereby confirm their respective agreements with you and each of the other underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to the sale by the Transferor to the Underwriters of $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates") and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 1998-B (the "Securitization Trust") under the terms and conditions stated hereinherein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 [ ] aggregate principal amount of its 16[ ]% Senior Notes Due 2011 Auto Lease Asset Backed Certificates, Class B (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the CompanyB Certificates" and, par value $0.01 per share (the "Shares" and together with the NotesClass A Certificates, the "Offered SecuritiesInvestor Certificates"). The Notes are to Investor Certificates will be issued pursuant to a securitization trust agreement, dated as of [ ], 1998 (the "Securitization Trust Agreement"), between the Transferor and [ ], as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a certificate representing substantially all of a special unit of beneficial interest (the "1998-B SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1998-B SUBI Assets"). The assets of the Titling Trust (the "Titling Trust Assets") will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The 1998-B SUBI Insurance Certificate, representing interests in certain residual value insurance policies that are part of the 1998-B SUBI, will not be property of the Securitization Trust. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by TMCC pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below)August ___, 1998, between TMCC and [ ], as trustee (in such capacity, the Company "Indenture Trustee"). The 1998-B SUBI (other than interests in certain Residual Value Insurance Policies) will be evidenced by a certificate (the "1998-B SUBI Certificate") issued to TMCC by the Titling Trust pursuant to the 1998-B Supplement (the "1998-B SUBI Supplement") dated August ___, 1998, to the Amended and State Street Bank Restated Trust and Servicing Agreement (the "Titling Trust Company Agreement") dated as of CaliforniaOctober 1, N.A.1996, in each case, among TMCC, as grantor, initial beneficiary and servicer, TMTT, Inc., as trustee (the "Titling Trustee") and [ ], as trust agent (in such capacity, the "Trust Agent"). As part of TMCC will transfer the transactions 1998-B SUBI Certificate to the Transferor pursuant to the 1998-B SUBI Certificate Purchase and Sale Agreement between them (the "Transactions1998-B SUBI Certificate Sale Agreement"). The 1998-B SUBI Certificate will be transferred and assigned by the Transferor to the Securitization Trustee pursuant to the Securitization Trust Agreement. The Titling Trust Assets (including the 1998-B SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Series 1998-B SUBI Servicing Supplement to the Titling Trust Agreement dated as of August ___, 1998 (the "1998-B SUBI Servicing Supplement") as defined in among the "Description of Titling Trustee, TMCC and the Notes" and as described under Transferor. The Securitization Trust Agreement, the heading "The Transactions" in Titling Trust Agreement, the Offering Document 1998-B SUBI Supplement, the 1998-B SUBI Servicing Supplement, the 1998-B SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Indenture and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the TMCC Demand Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement herein collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Basic Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE HoldingING USA Annuity and Life Insurance Company, Inc., a Delaware corporation an Iowa insurance company (the ------------ "Company"), proposesin connection with the Company's Secured Medium-Term Notes Program (the "Institutional Program") and the ING(SM)) USA CoreNotes(r) Program (the "Retail Program" and, subject together with the Institutional Program, the "Programs"), confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and each other institution named on Schedule A hereto and any institution appointed as an agent pursuant to Section 19 hereof (each, an "Agent", and, collectively, the "Agents") with respect to the terms secured medium-term notes due between nine months and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or thirty years from the "Initial Purchaser") $65,000,000 aggregate principal amount date of its 16% Senior Notes Due 2011 issuance under the Programs (the "Notes") to be offered by separate and 339,820 shares of Class A distinct special purpose common stock law trusts from time to time (the each, a "Common Stock") of the CompanyTrust" and, par value $0.01 per share (the "Shares" and together with the Notescollectively, the "Offered SecuritiesTrusts"). The Notes are to , each of which shall be issued formed in a jurisdiction located in the United States of America pursuant to an indenture a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a "Trust Agreement" and, collectively, the "IndentureTrust Agreements") to be dated as of the Closing Date (as defined below), in each case between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" , and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGSS Holdings II, Inc., a Delaware corporation corporation, as trust beneficial owner (the "CBRESITrust Beneficial Owner"). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement set forth in Section D of the omnibus instrument (the "Terms Agreement") to be executed by such Trust and the applicable Agent or Agents, among others (the "Omnibus Instrument"), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust's "Trust Effective Time"), with CBRESI as all the surviving corporation in such merger (the "Merger"). Concurrently with the consummation authority, rights, powers, duties and obligations of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:-----------------

Introductory. CBRE Holding, Inc.AK Steel Corporation, a Delaware corporation (the ------------ "“Company"”), proposesAK Steel Holding Corporation (the “Parent”), subject to AK Tube LLC (“AK Tube”) and AK Steel Properties, Inc. (“AK Properties,” and together with AK Tube, the terms “Subsidiary Guarantors” and conditions stated hereintogether with the Parent, the “Guarantors”), agree with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") several Underwriters $65,000,000 aggregate 380,000,000 principal amount of its 16the Company’s 7.50% Senior Secured Notes Due 2011 due 2023 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "“Offered Securities"”). The Notes are , to be issued pursuant to an indenture (the "Indenture") under that certain indenture, to be dated as of the Closing Date between the Company, the Guarantors and U.S. Bank National Association, as Trustee (as defined belowthe “Indenture”). The Offered Securities will be guaranteed on an unsecured, between senior basis by the Parent and on a senior secured basis by each Subsidiary Guarantor (each guarantee, a “Guarantee” and collectively, the “Guarantees”). The Offered Securities will be secured by first priority liens on all of the real property, plant and equipment (other than certain excluded property) of the Company and State Street Bank and Trust Company of California, N.A., as trustee the Subsidiary Guarantors (the "Trustee"). As part of the transactions (the "Transactions"“Notes Collateral”) as defined more particularly described in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document General Disclosure Package (as defined herein) and secured by certain mortgages and deeds of trust (the “Mortgages”) and security agreements and other instruments evidencing or creating a security interest (each such Mortgage and security agreement and other instrument listed on Schedule C hereto, the “Security Agreements”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Servicesin favor of U.S. Bank National Association, Inc.as collateral agent (in such capacity, a Delaware corporation ("CBRESI"the “Collateral Agent”), with CBRESI as for its benefit and the surviving corporation in such merger (the "Merger"). Concurrently with the consummation benefit of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Trustee and the lenders named therein. This Agreement, the Indenture, holders of the Offered Securities. The proceeds of the Offered Securities will be used, together with cash on hand and/or borrowings from the Exchange Securities Company’s revolving credit facility, to refinance the Company’s 8.750% Senior Secured Notes due 2018 (the “Existing Senior Notes”), as defined described in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:General Disclosure Package.

Introductory. CBRE Holding, Inc.Gladstone Investment Corporation, a Delaware corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc.Gladstone Management Corporation, a Delaware corporation ("CBRESI"the “Adviser”), and Gladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms the agreement with Jefferies & Company, Inc. (“Jefferies”) and each of the several underwriters named in Schedule A (the “Underwriters”) with respect to the issuance and sale by the Company to the several underwriters of an aggregate of 4,000,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The 4,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 600,000 Shares as provided in Section 3. The additional 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies has agreed to act as representative of the Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has entered into an Investment Advisory and Management Agreement, dated as of June 22, 2005 (the “Investment Advisory Agreement”), with CBRESI as the surviving corporation in such merger (Adviser under the "Merger"). Concurrently with the consummation Investment Advisers Act of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch1940, as administrative agentamended, and the lenders named therein. This Agreementrules and regulations thereunder (collectively, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below“Advisers Act”). The Company hereby agrees has entered into an Administration Agreement, dated as of June 22, 2005 (the “Administration Agreement”), with the Initial Purchaser Administrator. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2, File No. 333-181879, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as follows:amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration

Introductory. CBRE HoldingChase Manhattan Bank USA, Inc.National Association, a Delaware corporation national banking association (the ------------ "CompanyBank"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 form Chase Manhattan Auto Grantor Trust 199_-_ (the "NotesTrust") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), a Pooling and Servicing Agreement between the Company and State Street Bank and Trust Company of California, N.A.Bank, as trustee Seller and Servicer, _____________________, as Trustee (the "Trustee"). As part of the transactions ) and Collateral Agent (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESICollateral Agent"), with CBRESI dated as the surviving corporation in such merger of __________ __, 199_ (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Pooling and Servicing Agreement"), a Securityholders' Agreement which will issue its $_____________ ____% Automobile Loan Pass-Through Certificates, Class A Certificates (the "Securityholders AgreementClass A Certificates")) and $_____________ ____% Automobile Loan Pass-Through Certificates, and an Anti-Dilution Agreement Class B Certificates (the "Anti-Dilution AgreementClass B Certificates" and, together with the Class A Certificates, the "Certificates"). Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies due or to become due thereunder on or after the Cutoff Date (2as hereinafter defined), such Receivables to be sold to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 199_ (the "Cutoff Date") CBRESI will enter into a credit agreement (together with the related guaranties and security documentswas $________________. In addition, the Seller will establish a reserve account (the "Credit AgreementReserve Account") among itselfwith an initial deposit of cash or certain investments having an aggregate value of $__________, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating which Reserve Account will be pledged to the Transactions (including, but not limited to, Collateral Agent for the Merger Agreement and benefit of the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement Certificateholders pursuant to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerAgreement. Capitalized terms used but herein and not otherwise herein defined herein shall have the meanings given assigned to such terms in the Offering Document Pooling and Servicing Agreement. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom Chase Securities Inc. is acting as defined belowrepresentative (the "Representative"). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE HoldingThe Association intends to convert from a federally ------------ chartered mutual savings association to a federally chartered stock savings association as a wholly owned subsidiary of the Company (together with the Offerings, Inc.as defined below, a Delaware corporation (the ------------ "Company"), proposes, subject issuance of shares of common stock of the Association to the terms Company and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") incorporation of the Company, the "Conversion") pursuant to a plan of conversion adopted on January 14, 1997 (as amended, the "Plan"). In accordance with the Plan, the Company is offering shares of its common stock, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered SecuritiesCommon Stock"). The Notes are to be issued , pursuant to an indenture nontransferable subscription rights in a subscription offering (the "IndentureSubscription Offering") to be dated as certain depositors and borrowers of the Closing Date Association and to the Association's tax-qualified employee benefit plans (as defined below)i.e., between the Company and State Street Bank and Trust Company of California, N.A., as trustee Association's Employee Stock Ownership Plan (the "TrusteeESOP")). As part In the event of the transactions an oversubscription within any subscription priority category, preference may be given within that category to natural persons and trusts of natural persons who permanently reside in Xxxxx County, Colorado (the Association's "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESILocal Community"), with CBRESI as but only if such preference becomes permitted by applicable law and is approved by the surviving corporation Association's Board of Directors in such merger (the "Merger")its sole discretion. Concurrently with the consummation Subscription Offering, shares of the MergerCommon Stock not sold in the Subscription Offering are being offered to the general public in a community offering, (1) with preference being given to natural persons and trusts of natural persons permanently residing in the Company will execute a Notes Registration Rights Agreement Association's Local Community (the "Notes Registration Rights AgreementCommunity Offering"), a Securityholders' Agreement ) (the "Securityholders Agreement"), Subscription and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement Community Offerings are sometimes referred to in this Agreement collectively as the "Operative DocumentsOfferings". All material agreements and instruments relating ), subject to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries right of the Company shall include all direct and indirect subsidiaries the Association, in their absolute discretion, to reject orders in the Community Offering in whole or in part. In the Offerings, the Company is offering between 272,000 and 368,000 Shares, with the possibility of offering up to 423,200 Shares without a resolicitation of subscribers, as contemplated by Title 12 of the Company after Code of Federal Regulations, Part 563b. No person, individually or together with associates of and persons acting in concert with such person, may purchase in the consummation aggregate more than the lesser of 5% or $150,000 of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms Shares issued in the Offering Document (as defined below)Conversion. The Company hereby agrees and the Association have been advised by Trident that it will utilize its best efforts in assisting the Company and the Association with the Initial Purchaser sale of the Shares in the Offerings and, if deemed necessary by the Company in a syndicated community offering. Prior to the execution of this Agreement, the Company has delivered to Trident the Prospectus dated __________ __, 1997 (as follows:hereinafter defined) and all supplements thereto to be used in the Offerings. Such Prospectus contains information with respect to the Company, the Association and the Shares.

Introductory. CBRE HoldingMaguire Properties, Inc., a Delaware Maryland corporation (the ------------ "CompanyCOMPANY"), proposesMaguxxx Xxxperties, subject to L.P., a Maryland limited partnership (the terms "OPERATIXX XXXXNERSHIP"), Maguire Properties Services, Inc., a Maryland corporation (the "SERVICXX XXXXANY," and conditions stated hereintogether with the Company and the Operating Partnership, to issue and sell to the "TRANSACTION ENTITIES"), each confirms its agreement with Credit Suisse First Boston Corporation LLC ("CSFBC" or the CSFB"Initial Purchaser), Citigroup Global Markets Inc. ("CITIGROUP") $65,000,000 aggregate principal amount and each of its 16% Senior Notes Due 2011 the other underwriters named in SCHEDULE A hereto (the "NotesUNDERWRITERS") for whom CSFB and 339,820 shares of Class A common stock Citigroup are acting as representatives (the "Common StockREPRESENTATIVES") with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of [ ] shares (the "FIRM SECURITIES") of the Company's common stock, par value $0.01 per share (the "Shares" COMMON STOCK") and together with respect to the Notesgrant by the Company to the Underwriters, the "Offered Securities"). The Notes are acting severally and not jointly, of an option to be issued pursuant to purchase an indenture aggregate of not more than [ ] additional shares of Common Stock (the "IndentureOPTIONAL SECURITIES") ), subject to be dated as of the terms and conditions set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." On or prior to the First Closing Date (as defined belowhereinafter defined), between the Company and State Street Bank and Trust Company will complete a series of California, N.A., as trustee transactions (the "TrusteeFORMATION TRANSACTIONS"). ) described in the Prospectus (as hereinafter defined) under the captions "Structure and Formation of the Company" and "Certain Relationships and Related Transactions." As part of the transactions Formation Transactions, (i) certain entities (the "TransactionsPROPERTY PARTNERSHIPS") as defined will contribute properties or interests therein to the Operating Partnership or its designee, or will merge into the Operating Partnership or its designee, in the "Description exchange for units of limited partnership of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Operating Partnership ("CBRESIOP UNITS"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger) or cash, (1ii) certain persons will contribute their direct and indirect interests in certain Property Partnerships to the Operating Partnership or its designee in exchange for OP Units or cash, (iii) certain entities and individuals will contribute a portion of a third-party management business to the Services Company in exchange for OP Units, (iv) the Company will execute a Notes Registration Rights Agreement (contribute the "Notes Registration Rights Agreement"), a Securityholders' Agreement (net proceeds from the "Securityholders Agreement"), and an Anti-Dilution Agreement (public offering of the "Anti-Dilution Agreement") Offered Securities to the Operating Partnership in exchange for OP Units and (2v) CBRESI the Operating Partnership will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:purchase certain properties or interests therein from third parties for cash.

Introductory. CBRE HoldingPursuant to the terms of a Note Purchase Agreement, Inc.dated October 17, 2001, among InSight Health Services Acquisition Corp., a Delaware corporation, InSight Health Services Corp., a Delaware corporation (the ------------ "Company"), proposesInSight Health Services Holdings Corp., subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation a Delaware corporation ("CSFBC" or Holdings"), the Subsidiary Guarantors (as defined herein), Banc of America Bridge LLC and Banc of America Securities LLC, (the "Note Purchase Agreement"), the Company is issuing to Banc of America Securities LLC (the "Initial Purchaser") [(i)] $65,000,000 200,000,000 aggregate principal amount of its 16the Company's [__]% Senior Subordinated Notes Due 201[_] (the "[Exchange] Notes") in exchange for $200,000,000 principal amount of the Company's 12-1/8% Senior Subordinated Notes due 2011 (the "Existing Notes") [and 339,820 shares (ii) an additional $[_______] aggregate principal amount of Class A common stock the Company's [__]% Senior Subordinated Notes due 201[_] pursuant to Section 10(a)(iv) of the Note Purchase Agreement (the "Common Stock") of the CompanyAdditional Notes" and, par value $0.01 per share (the "Shares" and together with the Exchange Notes, the "Offered Securities"Notes)](2). The Notes are to will be issued pursuant to an indenture indenture, dated as of [________], 200[_] (the "Indenture"), among the Company, the Guarantors (as defined below) and State Street Bank and Trust Company N.A., as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the Closing Date (as defined belowin Section 2), between to be entered into in connection with the Company and State Street Bank and Trust Company issuance of California, N.A., as trustee the Securities (the "Trustee"). As part DTC Letter of the transactions (the "TransactionsRepresentations") among the Company, the Trustee and the Depositary. The payment of principal of, premium and Liquidated Damages (as defined in the "Description Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) Holdings, (ii) each of the Company's directly and indirectly wholly-owned subsidiaries listed in Schedule A attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after ----------------------------------- (2) Include only if Additional Notes are to be issued. the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the "Guarantors," and as described under the heading subsidiaries referred to in (ii) and (iii) above, the "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESISubsidiary Guarantors"), with CBRESI as the surviving corporation in such merger pursuant to their guarantees (the "MergerGuarantees"). Concurrently with The Notes and the consummation Guarantees attached thereto are herein collectively referred to as the "Securities," and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The holders of the MergerNotes will be entitled to the benefits of a remarketed notes registration rights agreement, (1) to be dated as of the Company will execute a Notes Registration Rights Agreement Closing Date (the "Notes Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchaser, substantially in the form of Exhibit E attached to the Note Purchase Agreement, pursuant to which the Company and the Guarantors agree to file, within 120 days of the Closing Date, a Securityholders' Agreement registration statement with the Securities and Exchange Commission (the "Securityholders AgreementCommission")) registering the Exchange Securities under the Securities Act of 1933, and an Anti-Dilution Agreement as amended (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branchSecurities Act," which term, as administrative agentused herein, includes the rules and regulations of the lenders named thereinCommission promulgated thereunder). This Agreement, The Company understands that the Indenture, Initial Purchaser proposes to make an offering of the Offered Securities, Securities on the Exchange Securities (as defined terms and in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement manner set forth herein and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Memorandum (as defined below). The Company hereby ) and agrees with that the Initial Purchaser as follows:may sell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Introductory. CBRE Holding, Inc.Alpharma Operating Corporation, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several Purchasers named in Schedule C ("CSFBC" or the "Initial PurchaserPurchasers") ), and the Purchasers, acting severally and not jointly, propose to buy the respective amounts set forth in such Schedule C of $65,000,000 200,000,000 aggregate principal amount of its 16the Company's 12% Senior Subordinated Notes Due 2011 due 2009 (the "Notes"). Alpharma Inc., the direct parent corporation of the Company ("Alpharma"), and the other entities named in Schedule A (collectively with Alpharma, the "Guarantors") and 339,820 shares as guarantors of Class A common stock the payment on the Notes have agreed to be a party to this agreement. The holders of the Securities will be entitled to the benefits of a Shelf Registration Rights Agreement, to be dated as of December 12, 2001 (the "Common StockShelf Registration Rights Agreement") of ), among the Company, par value $0.01 per share the Guarantors and the Purchasers, pursuant to which the Company will agree to file, on or prior to the later of 15 days after the Acquisition closes or 90 days from the Issue Date, a shelf registration statement with the Commission. The payment of principal of, premium and Liquidated Damages (as defined in this Agreement), if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by Alpharma and the Guarantors, pursuant to their guarantees (the "Shares" and together with the Notes, the "Offered SecuritiesNote Guarantees"). The Notes and the Note Guarantees attached thereto are herein collectively referred to as the "Securities." The Securities are being sold as part of the financing that will be issued pursuant used to an indenture consummate the acquisition by Alpharma through its subsidiary Oral Pharmaceuticals Acquisition Corp. ("PartnerCo"), of all of the assets related to the generic and proprietary oral solid dose pharmaceuticals business in the U.S. and China (the "IndentureAcquired Business") of X.X. Xxxxxxxx & Co. Limited, a publicly traded corporation organized under the laws of Australia, ("Faulding") from Mayne Xxxxxxxx Limited ("Mayne"), a publicly traded corporation organized under the laws of Australia, pursuant to be a Put and Call Option Agreement dated as of the Closing Date July 12, 2001, as amended on August 17 and 30, 2001; September 17, 24 and 28, 2001 and December 6, 2001 (as defined belowamended, the "Put and Call Option Agreement") for total consideration of $660.0 million in cash, subject to price adjustments. On October 5, 2001, Mayne acquired, through its subsidiary Mayne Health Logistics Pty. Limited ("BidCo"), between more than 90% of the Company outstanding shares of stock and State Street Bank and Trust Company options of CaliforniaFaulding, N.A., as trustee pursuant to tender offers (the "TrusteeOffers"). As part ) conducted in accordance with Australian law, giving BidCo the right to acquire the shares of the transactions stock not then owned by BidCo pursuant to a compulsory acquisition (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "MergerCompulsory Acquisition"). Concurrently with the consummation of the MergerOffers, Mayne and Alpharma entered into a Management Agreement (1the "Management Agreement") under which Xxxxxxxx has assumed operational control of the Acquired Business. Xxxxx completed the Compulsory Acquisition on November 19, 2001. After the separation of the Acquired Business from the remainder of Faulding's businesses, Xxxxx will be entitled to sell the stock of BidCo to Alpharma under a put option (the "Put Option"), and Alpharma will be entitled to purchase the assets of the Acquired Business from BidCo under a call option, in accordance with the terms of the Put and Call Option Agreement (such acquisition, the "Acquisition"). In connection with Xxxxx'x consummation of the Offers, Xxxxxxxx made a US $400 million loan to Mayne (the "Parent Loan") and arranged for the issuance by Bank of America, N.A., as issuing bank (the "Issuing Bank"), of a US $260 million letter of credit (the "Letter of Credit") in favor of Xxxxx. Mayne notified Alpharma of the exercise of the Put Option on December 6, 2001 (Australian time). On the date hereof, which is the date the Acquisition is being consummated (the "Acquisition Closing Date"), Alpharma has paid $400.0 million of the $660.0 million acquisition price by offsetting Mayne's obligation to repay the Parent Loan against an equal amount of the purchase price. Xxxxx has drawn $260.0 million under the letter of credit in satisfaction of the remaining portion of the acquisition price. The U.S. subsidiaries of the Company constituting part of the Acquired Business will execute a Note Guarantee (as defined herein) by which they will become Guarantors of the Notes and a joinder to the Shelf Registration Rights Agreement (the "Notes Shelf Registration Rights Joinder Agreement") within 30 days after the date hereof (such U.S. subsidiaries, together with Foshan Faulding Pharmaceutical Co. Ltd. and Faulding China Limited, the "Acquired Subsidiaries"). The funding of the Parent Loan, a Securityholders' Agreement the issuance of the Letter of Credit, the refinancing of certain outstanding indebtedness of certain subsidiaries of Alpharma, the payment of costs and expenses related to the Transaction (as hereinafter defined) and funds for the ongoing working capital and other general corporate requirements of Alpharma and its subsidiaries (collectively, the "Companies") after consummation of the Acquisition are being provided from the following sources: (a) US $900,000,000 in senior secured credit facilities (the "Securityholders AgreementSenior Credit Facilities")) under a Credit Agreement dated as of October 5, 2001 among the Company and certain of its U.S. subsidiaries, Alpharma, Bank of America, N.A., as Administrative and Collateral Agent and Initial Lender, and an Anti-Dilution Agreement the Lenders named therein (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement"), (b) among itself, US $200,000,000 in gross proceeds from the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, issuance and sale by the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in Company of the Notes Registration Rights Agreementand (c) existing cash balances. In connection with the closing of the Senior Credit Facilities, A.L. Industrier AS ("ALI"), the Notes Registration Rights Agreementparent company of Alpharma, surrendered approximately US $67,850,000 in aggregate principal amount of Alpharma's 5 3/4% Senior Convertible Subordinated Debentures due 2005 held by it in exchange for approximately 2,372,918 shares of Class B Common Stock of Alpharma (the "ALI Subordinated Note Exchange"). The Acquisition, the Securityholders Agreement issuance of the Letter of Credit, the Parent Loan, the ALI Subordinated Note Exchange and the Anti- Dilution Agreement all related transactions are sometimes collectively referred to in this Agreement collectively as the "Operative DocumentsTransaction." The proceeds from the sale of the Securities will be applied by the Company to reimburse Banc of America Bridge LLC (". All material agreements and instruments relating to Banc of America Bridge") upon Banc of America Bridge's funding of its obligations under the Transactions Participation Agreement dated as of October 5, 2001 (including, but not limited to, the Merger Agreement "Participation Agreement") between Banc of America Bridge and the Issuing Bank at such time as Xxxxx draws under the Letter of Credit Agreement) are sometimes referred to in this Agreement collectively as on the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)Acquisition Date. The Company and each Guarantor hereby agrees confirms its agreements with the Initial Purchaser Purchasers as follows:

Introductory. CBRE HoldingCapital One Auto Receivables, LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Capital One, National Association, a national banking association (the “Bank”), confirm their agreement with BofA Securities, Inc., RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2023-2, a Delaware corporation statutory trust (the ------------ "Company"“Issuer”), proposes, subject will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms and conditions stated hereinIndenture, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined belowthe “Indenture”), between the Company Issuer and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A.National Association, as indenture trustee (the "“Indenture Trustee"”). As part The Seller proposes to sell to the Underwriters a portion of the transactions Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the "Transactions"“Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as defined of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the "Description Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Notes" Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as described buyer, under the heading "Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Transactions" Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Xxxxx Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Offering Document Registration Statement (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement"below) and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Company hereby agrees Seller has prepared and filed with the Initial Purchaser Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-260710), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on April 18, 2022, and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. CBRE Holding, Inc.The Xxxxxxxxx Corporation, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or the "Initial PurchaserPurchasers") U.S. $65,000,000 aggregate 225,000,000 principal amount of its 1610 3/4% Senior Subordinated Notes Due 2011 2009 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture dated as of April 20, 1999 (the "Indenture") to be dated as among the Company, the guarantors named therein and The Bank of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A.New York, as trustee Trustee (the "Trustee"). As part , which Notes will be unconditionally guaranteed by the subsidiaries of the transactions Company set forth on Schedule B hereto (the "TransactionsGuarantors," and together with the Company, the "Issuers"). For purposes of this agreement, the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors. The United States Securities Act of 1933 is herein referred to as defined in the "Description Securities Act." Pursuant to the Agreement and Plan of Reorganization dated as of December 26, 1998 (the "Acquisition Agreement"), by and among the Company, Dah Dah, Inc., a wholly owned subsidiary of the Notes" Company and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesKaynar Technologies, Inc., a Delaware corporation ("CBRESIKTI"), among other things, (i) Dah Dah, Inc. will merge with CBRESI as and into KTI and (ii) KTI will become a wholly owned subsidiary of the surviving corporation in such merger Company (the "MergerAcquisition"). Concurrently with the consummation The net proceeds of the Mergeroffering of the Offered Securities will be used, (1) together with available cash and borrowing a portion of the Company will execute amounts available under a Notes Registration Rights Agreement new credit facility providing for up to $225.0 million of term loan facilities and up to $100.0 million of revolving credit facilities (the "Notes Registration Rights AgreementNew Credit Facility")) with the agents and lenders named therein, (i) to finance the Acquisition, (ii) to repay all amounts outstanding under the existing credit facilities of the Company and Banner Aerospace, Inc., a Securityholders' Agreement subsidiary of the Company (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution AgreementExisting Credit Facilities") and (2iii) CBRESI will enter into a credit agreement to repay substantially all indebtedness of KTI (together with the related guaranties and security documents, the "Credit AgreementKTI Indebtedness") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein). This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, to be dated the Securityholders Agreement date hereof, among the Company, the Guarantors and the Anti- Dilution Agreement Purchasers (the "Registration Rights Agreement"), the Acquisition Agreement, the New Credit Facility and the agreements creating security interests in the assets of the Company for the benefit of the holders of indebtedness arising under the New Credit Facility (together with the New Credit Facility, the "Bank Agreement") are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingAgreement, but not limited tocollectively, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to ," and the subsidiaries Acquisition, the execution and delivery of the Company shall include all direct Bank Agreements, the repayment and indirect subsidiaries termination of the Company after Existing Credit Facilities and the consummation repayment of the Merger. Capitalized terms used but not defined KTI Indebtedness are referred to herein shall have collectively, as the meanings given to such terms in the Offering Document (as defined below). "Transactions." The Company hereby agrees with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE Holding, Inc.World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (the ------------ "Company"“World Omni”), proposeshereby confirm their respective agreements with [•] and [•] and each of the other underwriters named in Schedule I hereto (collectively, subject the “Underwriters”) for whom you are acting as representatives (the “Representatives”), with respect to the sale by the Depositor to the Underwriters of $[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $[•] aggregate principal amount of [•]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Offered Notes”) of World Omni Auto Receivables Trust 20[•]-[•] (the “Trust”) under the terms and conditions stated herein, herein contained. The Offered Notes are to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") be issued together with $65,000,000 [•] aggregate principal amount of its 16% Senior Notes Due 2011 [•]% Asset Backed Notes, Class B (the "“Class B Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company” and, par value $0.01 per share (the "Shares" and together with the Offered Notes, the "Offered Securities"“Notes”). The Class B Notes are to will initially be retained by the Depositor. The Notes will be issued pursuant to an indenture (the "“Indenture") ”), to be dated as of the Closing Date (as defined below), between the Company Trust and State Street Bank and Trust Company of California, N.A.[•], as indenture trustee (in such capacity, the "“Indenture Trustee"”). As part The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the transactions Closing Date (the "Transactions") “Trust Agreement”), between the Depositor and [•], as defined owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Basic Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees assets of the Trust will include, among other things, a pool of fixed rate retail installment sale contracts (the “Initial Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Initial Financed Vehicles”), and certain monies received thereunder after [•] (the “Initial Cutoff Date”), and additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Purchaser Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”) and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as follows:of the Closing Date (the “Sale and Servicing Agreement”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement, Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust and Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 1:30 p.m. on [•] (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the Preliminary Prospectus Supplement dated [•] and the Prospectus dated [•] (together, along with any information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the meaning of Rule 159 under the Act). If, following any such termination, the Underwriters, with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representatives.

Introductory. CBRE HoldingEXCO Resources, Inc., a Delaware Texas corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or the "Initial PurchaserPurchasers") U.S. $65,000,000 aggregate 350,000,000 principal amount of its 1671/4% Senior Notes Due due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are ) to be issued pursuant to under an indenture indenture, dated as of January 20, 2004 (the "Indenture") to be dated as of ), among the Closing Date Company, the EXCO Guarantors (as defined below), between the Company herein) and State Street Bank and Wilmington Trust Company of California, N.A.Company, as trustee Trustee (the "Trustee"), on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the "Securities Act"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Preliminary Offering Document Circular (as defined hereinbelow), XXXX XX Corp. will merge with NCE Acquisition, Inc., a Delaware corporation, ("NCE Acquisition") and into CB Xxxxxxx Xxxxx Servicesa wholly-owned subsidiary of the Company, has made a tender offer (the "Tender Offer") for all of the outstanding common stock of North Coast Energy, Inc., a Delaware corporation ("CBRESINCE"), and, following consummation of the Tender Offer, will merge with CBRESI and into NCE with NCE as the surviving corporation in such merger (the "Merger"), pursuant to and on the terms and conditions contained in the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 26, 2003, as amended and restated on December 4, 2003, among the Company, NCE Acquisition, NCE and Nuon Energy & Water Investments, Inc. ("NEW"). Concurrently with the consummation of the Merger, (1) NCE and its domestic subsidiaries (collectively, the Company "NCE Guarantors") will execute a Notes counterparts to this Agreement (the "Counterparts to this Agreement") and the Registration Rights Agreement (as defined below) (the "Notes Counterparts to the Registration Rights Agreement"), a Securityholders' which will cause the obligations of NCE Acquisition under this Agreement (and the "Securityholders Agreement")Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by NCE and its domestic subsidiaries, and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI NCE and its domestic subsidiaries (collectively, the "NCE Guarantors") will enter into a supplemental indenture relating to the Indenture (the "Supplemental Indenture"), which Supplemental Indenture will cause the NCE Guarantors to guarantee the Offered Securities, and (3) the Company and certain subsidiaries of the Company will enter into an amended and restated senior secured credit agreement with Bank One, NA, as administrative agent, BNP Paribus, as syndication agent, and the lenders named therein, and Addison Energy, Inc., an Alberta, Canada corporation (together "Addison Energy"), will enter into an amended and restated credit agreement with Bank Xxx, XX, Xxxxxx Branch, as administrative agent, BNP Paribas (Canada) and JPMorgan Chase Bank, Toronto Branch, as co-syndication agents, and the lenders named therein (both credit agreements with the related guaranties and security documents, the "Amended Credit AgreementFacility") ). The Amended Credit Facility will replace the existing credit agreement among itselfthe Company, the guarantors named thereinBank One, Credit Suisse First Boston, New York branchNA, as administrative agent, BNP Paribas and JPMorgan Chase Bank, as co-syndication agents, and the lenders named therein, and the existing credit agreement among Addison Energy and Xxxx Xxx, XX, Xxxxxx Branch, as administrative agent, BNP Paribas (Canada) and XXXxxxxx Xxxxx, Xxxxxxx Branch, as co-syndication agents, and the lenders named therein (both existing credit agreements with the related guaranties and security documents, the "Existing Credit Agreement"). The Offered Securities will be unconditionally guaranteed (the "Guaranties") on a senior unsecured basis by each of the Company's domestic subsidiaries (the "EXCO Guarantors") and, immediately upon consummation of the Merger and execution of the Supplemental Indenture, by the NCE Guarantors. The NCE Guarantors and the EXCO Guarantors are listed on Schedule B hereto and are collectively referred to as the "Guarantors"). If the Closing Date (as defined below) occurs prior to the consummation of the Tender Offer, the Company will, on the Closing Date, deposit with Wilmington Trust Company (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Tender Offer is either terminated or not consummated on or prior to March 4, 2004 or the Merger Agreement is terminated at any time prior thereto, the Company will redeem the Offered Securities at a redemption price equal to 100% of the principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Tender Offer is consummated on or prior to March 4, 2004, the Escrowed Funds will be released to the Company in accordance with the terms of the Escrow Agreement (the "Escrow Agreement") among the Company, the EXCO Guarantors and the Escrow Agent. The Offered Securities will on the Closing Date (as defined below) be secured on a second-priority basis by certain collateral (the "Collateral") as described in the Offering Document (as defined below) and, as will be more fully described in and pursuant to the Intercreditor Agreement to be dated as of January 20, 2004 among the Company, the EXCO Guarantors, Bank One, NA, as credit agent ("Credit Agent"), and the Trustee (the "Intercreditor Agreement"), the Pledge Agreement between the Company and the Trustee, as collateral agent (in such capacity, the "Collateral Agent"), to be dated as of January 20, 2004 (the "Pledge Agreement") and, together with the Intercreditor Agreement (the "Security Documents"). The Trustee, the Collateral Agent and each holder of the Offered Securities and the successors and assigns of the foregoing are collectively referred to as the "Secured Parties". This Agreement (including the Counterparts to this Agreement), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement referred to below), the Registration Rights Agreement (including the Counterparts to the Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Escrow Agreement and the Anti- Dilution Agreement Security Documents are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the ." The Merger Agreement and the Amended Credit Agreement) Facility are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger; provided, however, that for purposes of the representations and warranties set forth in Section 2 hereof insofar as they relate to NCE and its subsidiaries, it is agreed and understood that the Company and the EXCO Guarantors are making such representations and warranties to the best of their knowledge. Capitalized terms used but not defined herein shall have The holders of the meanings given Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated as of January 20, 2004 among the Company, the EXCO Guarantors and the Purchasers (the "Registration Rights Agreement"), for so long as such terms in the Offering Document Offered Securities constitute "Transfer Restricted Securities" (as defined belowin the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company agrees to file a registration statement with the Securities and Exchange Commission (the "Commission") registering the resale of the Offered Securities under the Securities Act. Following the Tender Offer, the NCE Guarantors will become parties to the Registration Rights Agreement pursuant to the Counterparts to the Registration Rights Agreement. The Company and the Guarantors hereby agrees agree with the Initial Purchaser Purchasers as follows:

Introductory. CBRE Holding, Inc., a Delaware corporation (The Company was incorporated under the ------------ "Company"), proposes, subject to laws of the terms and conditions stated herein, State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 50,000,000 shares of Class A capital stock, of which 45,000,000 shares are common stock (the "Common Stock") of the Company, having a par value of one cent ($0.01 .01) per share (the "Shares" and together with the Notes, the "Offered Securities"“Common Stock”). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”), between . The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and State Street the Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively herein as the "Operative Documents"“Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. All material agreements and instruments relating to The Company, in accordance with the Transactions (includingPlan, but not limited tois offering, in a subscription offering by way of nontransferable subscription rights, the Merger Agreement Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and the Credit Agreement) all of which, collectively, are sometimes referred to in this Agreement collectively herein as the "Transaction Agreements"“Offering”). The Operative Documents and the Transaction Agreements are sometimes referred aggregate number of Shares to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms be issued in the Offering Document will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Xxxxxx, Xxxxx and Xxxxx. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company hereby agrees has filed with the Initial Purchaser Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as follows:amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. CBRE Holding, Inc.Black Hills Corporation, a Delaware South Dakota corporation (the ------------ "“Company"”), proposes, subject to agrees with the terms and conditions stated herein, several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to Credit Suisse First Boston Corporation the several Underwriters 5,200,000 Corporate Units ("CSFBC" as defined below) (the “Firm Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 780,000 additional Corporate Units (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Each Corporate Unit will initially consist of (a) a 1/20th, or the "Initial Purchaser") 5%, undivided beneficial ownership interest in $65,000,000 aggregate 1,000 principal amount of its 16% Senior the Company’s Remarketable Junior Subordinated Notes Due 2011 due 2028 (the "“Notes"”) and 339,820 (b) a stock purchase contract (a “Purchase Contract”) issued by the Company pursuant to which the holder of such Purchase Contract will purchase from the Company on November 1, 2018, subject to earlier termination or settlement, for an amount in cash equal to the stated amount per Security of $50 (the “Stated Amount”), a number of shares of Class A common stock (the "Common Stock") of the Companystock, par value $0.01 1.00 per share share, of the Company (the "Shares" “Securities”), as set forth in the Purchase Contract and together with the Notes, the "Offered Securities")Pledge Agreement. The Notes are to will be issued pursuant to an indenture a Subordinated Indenture (the "“Base Indenture") to be ”), as amended by a Supplemental Indenture, each dated as of the First Closing Date (as defined below) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and each between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "“Trustee"”). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently In accordance with the consummation terms of the Merger, (1) the Company will execute a Notes Registration Rights Purchase Contract and Pledge Agreement (the "Notes Registration Rights “Purchase Contract and Pledge Agreement"”), a Securityholders' Agreement dated as of the First Closing Date, to be entered into between the Company and U.S. Bank National Association, as purchase contract agent (the "Securityholders Agreement"“Purchase Contract Agent”), and an Antiattorney-Dilution Agreement (in-fact for the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries holders of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Equity Units (as defined below), collateral agent (the “Collateral Agent”), custodial agent and securities intermediary, a holder of the Corporate Units will initially pledge its ownership interest in the Notes to secure such holder’s obligation to purchase shares of the Securities under the Purchase Contracts. The Company hereby agrees Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement. The Purchase Contracts together with the Initial Purchaser related Notes are herein referred to as follows:“Corporate Units.” A holder of Corporate Units, at its option, may elect to create “Treasury Units” by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and attorney-in-fact for the holders of the Equity Units, and the remarketing agent(s) named therein (the “Remarketing Agents”) in such form and dated as of such date as to be determined by the parties thereto (the “Remarketing Agreement”), the Notes will be remarketed, subject to certain terms and conditions. The Purchase Contract and Pledge Agreement, the Indenture and the Remarketing Agreement are each herein referred to as a “Units Agreement” and are herein collectively referred to as the “Units Agreements.”

Introductory. CBRE HoldingCapital One Auto Receivables, Inc.LLC, a Delaware corporation limited liability company (the ------------ "Company"“Seller” or “Depositor”), proposesand Capital One, subject National Association, a national banking association (the “Bank”), confirm their agreement with Xxxxx Fargo Securities, LLC, X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2022-1, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms and conditions stated hereinIndenture, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined belowthe “Indenture”), between the Company Issuer and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A.National Association, as indenture trustee (the "“Indenture Trustee"”). As part The Seller proposes to sell to the Underwriters a portion of the transactions Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the "Transactions"“Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as defined of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the "Description Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Notes" Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as described buyer, under the heading "Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Transactions" Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Fixed Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Offering Document Registration Statement (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement"below) and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Company hereby agrees Seller has prepared and filed with the Initial Purchaser Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-260710), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on April 18, 2022 and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. CBRE HoldingCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the ------------ "Company"“Parent Guarantor”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation X.X. Xxxxxx Securities plc ("CSFBC" or “JPMorgan”) and the "Initial Purchaser") $65,000,000 other several Underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of €300 million aggregate principal amount of its 16the Company’s 1.250% Senior Notes Due 2011 due 2025 (the "“Notes") and 339,820 shares ”). JPMorgan has agreed to act as the representative of Class A common stock the several Underwriters (the "Common Stock"“Representative”) in connection with the offering and sale of the Company, par value $0.01 per share Securities (the "Shares" and together with the Notes, the "Offered Securities"as defined below). The Notes are to Securities will be issued pursuant to an indenture indenture, dated as of May 6, 2011 (the "“Base Indenture"”), among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined belowin Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between to the Company and State Street Base Indenture, among the Company, the Guarantors, the Trustee, Deutsche Bank and Trust Company of California, N.A.Luxembourg S.A., as trustee registrar and transfer agent (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"“Transfer Agent”), and an Anti-Dilution Agreement Deutsche Bank AG, London Branch, as paying agent (the "Anti-Dilution Agreement"“Paying Agent”). Notes will be issued only in registered form and deposited in global form with a common depository (the “Common Depository”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (2) CBRESI will enter into a credit agreement (together with “Clearstream”). Subject to the related guaranties terms and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, conditions of the Indenture, the Offered Securitiespayment of principal of, the Exchange Securities (as defined in premium, if any, and interest on the Notes Registration Rights Agreement)will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Notes Registration Rights Agreement, the Securityholders Agreement Parent Guarantor and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreementii) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of that are listed on Schedule B hereof as “Guarantors” (collectively, the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below“Guarantors”). The Company hereby agrees with Notes and the Initial Purchaser Guarantees are herein collectively referred to as follows:the “Securities.”

Introductory. CBRE HoldingING USA Annuity and Life Insurance Company, Inc., a Delaware corporation an Iowa insurance company (the ------------ "Company"), proposesin connection with the Company's Secured Medium-Term Notes Program (the "Institutional Program") and the Company's ING(SM) USA CoreNotes(R) Program (the "Retail Program" and, subject together with the Institutional Program, the "Programs"), confirms its agreement with Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and each other institution named on Schedule A hereto and any institution appointed as an agent pursuant to Section 20 hereof (each, an "Agent" and, collectively, the "Agents") with respect to the terms secured medium-term notes due between nine months and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or thirty years from the "Initial Purchaser") $65,000,000 aggregate principal amount date of its 16% Senior Notes Due 2011 issuance under the Programs (the "Notes") to be offered by separate and 339,820 shares distinct issuing entities in the form of Class A special purpose common stock law trusts from time to time (the each, a "Common Stock") of the CompanyTrust" and, par value $0.01 per share (the "Shares" and together with the Notescollectively, the "Offered SecuritiesTrusts"). The Notes are to , each of which shall be issued formed in a jurisdiction located in the United States of America pursuant to an indenture a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (the each, a "IndentureTrust Agreement") to be dated as of the Closing Date (as defined below), in each case between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" , and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGSS Holdings II, Inc., a Delaware corporation corporation, as trust beneficial owner (the "CBRESITrust Beneficial Owner"). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery of the terms agreement substantially in the form set forth in Section C of the omnibus instrument (the "Terms Agreement") by such Trust and the applicable Agent or Agents specified therein, among others (the "Omnibus Instrument"), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust's "Trust Effective Time"), with CBRESI all the authority, rights, powers, duties and obligations of a Trust as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:if originally

Introductory. CBRE HoldingSunnova Sol III Issuer, Inc.LLC, a Delaware corporation limited liability company (the ------------ "Company"“Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation Securities ("CSFBC" or USA) LLC (the "“Initial Purchaser") $65,000,000 aggregate principal amount of its 16”), the 2.58% Senior Notes Due 2011 Solar Asset Backed Notes, Series 2021-1 (the "“Notes"”), in the Initial Outstanding Note Balance set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, Sunnova Sol III Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Sol III Depositor, LLC, a Delaware limited liability company (the “Depositor”) and 339,820 shares of Class A common stock the Issuer will enter into a sale and contribution agreement (the "Common Stock") “Contribution Agreement”), dated as of the CompanyClosing Date, par value $0.01 per share pursuant to which: (i) Sunnova Sol Holdings will acquire the "Shares" Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and together with (iii) the Notes, Issuer will acquire the "Offered Securities")Conveyed Property from the Depositor. The Notes are to be issued pursuant to under an indenture (the "Indenture") to be indenture, dated as of the Closing Date (as defined belowthe “Indenture”), by and between the Company Issuer and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A.National Association, a national banking association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, Pursuant to the Indenture, the Offered SecuritiesIssuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Noteholders to secure the Notes. Pursuant to a transaction management agreement, dated as of the Closing Date, by and between the Issuer and Sunnova TE Management, LLC, a Delaware limited liability company (“Sunnova Management”), Sunnova Management will provide certain administrative, collection and other management services to the Issuer and in respect of the Managing Members and the interest, rights and obligations thereof. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the Exchange Securities (“Sunnova NPA Parties”. The Sunnova NPA Parties, and together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Project Company are referred to herein as defined in the Notes Registration Rights Agreement)a “Sunnova Entity” and collectively, the Notes Registration Rights Agreement“Sunnova Entities”. The Securities Act of 1933, the Securityholders Agreement as amended, and the Anti- Dilution Agreement are sometimes rules and regulations promulgated thereunder, is herein referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger“Securities Act”. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings given to such terms set forth in the Offering Document (“Standard Definitions” attached as defined below). The Company hereby agrees with Annex A to the Initial Purchaser as follows:Indenture.

Introductory. CBRE HoldingEach of (a) Principal Life Insurance Company, an Iowa insurance company (the “Company”), and (b) Principal Financial Group, Inc., a Delaware corporation (the ------------ "Company")“Guarantor” and, proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of together with the Company, par value $0.01 per share the “Principal Entities”), in connection with the Company’s Secured Medium-Term Notes Program (the "Shares" “Institutional Program”), the Principal® Life CoreNotes® Program (the “CoreNotes® Retail Program”) and the Company’s Secured Medium-Term Notes Retail Program (the “Generic Retail Program” and, together with the NotesCoreNotes® Retail Program, the "Offered Securities"“Retail Programs”, and, together with the CoreNotes® Retail Program and the Institutional Program, the “Programs”). The Notes are to be issued , confirms its agreement with Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated and each other institution named on Schedule A hereto and any institution appointed as an agent pursuant to Section 20 hereof (each, an indenture “Agent” and, collectively, the “Agents”) with respect to the secured medium-term notes due between nine months and thirty years from the date of issuance under the Programs (the "Indenture"“Notes”) to be dated as offered by separate and distinct issuing entities in the form of special purpose common law trusts from time to time (each, a “Trust” and, collectively, the Closing Date (as defined below“Trusts”), each of which shall be formed in a jurisdiction located in the United States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (each, a “Trust Agreement”), in each case between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "“Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGSS Holdings II, Inc., a Delaware corporation ("CBRESI")corporation, with CBRESI as the surviving corporation in such merger trust beneficial owner (the "Merger"“Trust Beneficial Owner”). Concurrently From time to time, upon the formation of a new Trust, in connection with the consummation offer and sale of a particular series of Notes by such Trust, upon execution and delivery of the Merger, (1) terms agreement substantially in the Company will execute a Notes Registration Rights Agreement form set forth in Section D of the omnibus instrument (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:“Terms

Introductory. CBRE Holding, ABB Finance (USA) Inc., a Delaware corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several underwriters named in Schedule A ("CSFBC" or the "Initial Purchaser") $65,000,000 “Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule A of $ aggregate principal amount of its 16the Company’s % Senior Notes Due 2011 due (the "“Notes"”). and have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and 339,820 shares sale of Class A common stock the Notes. The Notes will be issued as a series of debt securities pursuant to an indenture, dated as of , (the "Common Stock") “Base Indenture”), by and among the Company, ABB Ltd, an entity organized under the laws of Switzerland and indirect parent of the Company, par value $0.01 per share as guarantor (the "Shares" “Guarantor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Certain terms of the Notes will be established under a supplemental indenture (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Issuer Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2) (the “DTC Agreement”), between the Company and the Depositary. The payment obligations of the Company under the Notes will be fully and unconditionally guaranteed by the Guarantor pursuant to an instrument of guarantee (the “Guarantee,” and together with the Notes, the "Offered “Securities"). The Notes are ”) to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE Holding, Inc.Terex Corporation, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or the "Initial PurchaserPurchasers") $65,000,000 aggregate U.S.$150,000,000 principal amount of its 168-7/8% Senior Subordinated Notes Due 2011 due 2008 (the "Notes") and 339,820 shares to be issued under an indenture, to be dated as of Class A common stock March 31, 1998 (the "Common StockIndenture") of ), between the Company, par value $0.01 per share the guarantors named therein and United States Trust Company of New York, as Trustee, which Notes will be unconditionally guaranteed by Koehring Cranes, Inc., M&M Enterprises of Baraga, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Aerials, Inc., Terex Baraga Products, Inc., Terex Cranes, Inc., Terex Mining Equipment, Inc., Terex-RO Corporation, and Terex-Telelect, Inc. (the "SharesGuarantors," and together with the NotesCompany, the "Issuers"). For purposes of this agreement, (i) the term "Offered Securities" means the Notes, together with the guarantees (the "Guarantees") thereof by the Guarantors and (ii) references to "Subsidiaries" or "subsidiaries" of the Company shall include O&K Mining GmbH and its subsidiaries. The United States Securities Act of 1933 is herein referred to as the "Securities Act." Pursuant to the agreement dated as of December 18, 1997 (the "Acquisition Agreement"), by and among Terex Mining Equipment Inc. and O&K Xxxxxxxxx & Xxxxxx Aktiengesellshaft ("Xxxxxxxxx & Xxxxxx"), among other things, (i) the Company will indirectly acquire all of the outstanding stock of O&K Mining GmbH ("O&K Mining") and (ii) O&K Mining will become a wholly owned indirect subsidiary of the Company (the above transactions are herein referred to as the "Acquisition"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as net proceeds of the Closing Date offering of the Notes will be used, together with a portion of the borrowings under the New Credit Facility (as defined below), between to finance the Company Acquisition. At or prior to the issuance and State Street Bank and Trust Company sale of Californiathe Notes, N.A., as trustee the Issuers intend to complete a refinancing plan (the "TrusteeRefinancing Plan"). As part The principal elements of the transactions Refinancing Plan are: (i) the issuance and sale of the Notes; (ii) the offer to purchase any and all of the outstanding 13 1/4% Senior Secured Notes due May 15, 2002 (the "TransactionsExisting Notes") as defined in and the solicitation of consents from holders of such Existing Notes (together with offer to purchase the Existing Notes, the "Description of the Notes" Offer") pursuant to an Offer to Purchase and as described under the heading "The Transactions" in the Offering Document (as defined herein)Consent Solicitation dated February 2, XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger 1998 (the "MergerOffer to Purchase"). Concurrently ; (iii) entering into a new secured global credit facility consisting of up to approximately an aggregate of $375 million of term loan facilities and up to approximately an aggregate of $125 million of revolving credit facilities (the "New Credit Facility") with the consummation agents and lenders named therein; and (iv) the repayment in full of indebtedness under the Company's existing domestic and certain of its foreign secured revolving credit facilities (the "Existing Credit Facilities") and the termination of such facilities. Holders (including subsequent transferees) of the Merger, (1) Notes will have the Company will execute a Notes registration rights set forth in the Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement to be dated the Closing Date (as hereinafter defined), in substantially the form of Exhibit A hereto. Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the "Securityholders AgreementCommission")) under the circumstances set forth therein, and an Anti-Dilution Agreement (i) a registration statement under the Securities Act (the "Anti-Dilution AgreementExchange Offer Registration Statement") registering an issue of senior subordinated notes identical in all material respects to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer") and (2ii) CBRESI will enter into under the circumstances set forth therein, a credit agreement registration statement pursuant to Rule 415 under the Securities Act (together with the related guaranties and security documents, the "Credit AgreementShelf Registration Statement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein). This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement Acquisition Agreement, the Offer to Purchase and the Anti- Dilution Agreement are sometimes referred to supplemental indenture entered into in this Agreement collectively as connection therewith (the "Operative DocumentsSupplemental Indenture". All material agreements and instruments relating to the Transactions (including, but not limited to), the Merger Agreement New Credit Facility and the agreements creating security interests in the assets of the Company for the benefit of the holders of indebtedness arising under the New Credit Facility (together with the New Credit Facility, the "Bank Agreement") are sometimes referred to in this Agreement collectively Agreement, individually, as the a "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively Document" and, collectively, as the "Transaction Documents". References in this Agreement to ," and the subsidiaries Acquisition, the Offer, the execution and delivery of the Company shall include all direct Bank Agreements, the repayment and indirect subsidiaries termination of the Company after Existing Credit Facilities, the consummation execution and delivery of the Merger. Capitalized terms used but not defined herein shall have Indenture and the meanings given issuance and sale of the Offered Securities are sometimes referred to such terms in herein, individually, as a "Transaction" and collectively, as the Offering Document (as defined below). The Company "Transactions." Each of the Issuers, jointly and severally, hereby agrees with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE HoldingING USA Annuity and Life Insurance Company, Inc., a Delaware corporation an Iowa insurance company (the ------------ "Company"), proposesin connection with the Company's Secured Medium-Term Notes Program (the "Institutional Program") and the Company's ING(SM) USA CoreNotes(R) Program (the "Retail Program" and, subject together with the Institutional Program, the "Programs"), confirms its agreement with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and each other institution named on Schedule A hereto and any institution appointed as an agent pursuant to Section 20 hereof (each, an "Agent" and, collectively, the "Agents") with respect to the terms secured medium-term notes due between nine months and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or thirty years from the "Initial Purchaser") $65,000,000 aggregate principal amount date of its 16% Senior Notes Due 2011 issuance under the Programs (the "Notes") to be offered by separate and 339,820 shares distinct issuing entities in the form of Class A special purpose common stock law trusts from time to time (the each, a "Common Stock") of the CompanyTrust" and, par value $0.01 per share (the "Shares" and together with the Notescollectively, the "Offered SecuritiesTrusts"). The Notes are to , each of which shall be issued formed in a jurisdiction located in the United States of America pursuant to an indenture a trust agreement, as amended or modified from time to time, which will adopt and incorporate the standard trust terms (the each, a "IndentureTrust Agreement") to be dated as of the Closing Date (as defined below), in each case between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" , and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGSS Holdings II, Inc., a Delaware corporation corporation, as trust beneficial owner (the "CBRESITrust Beneficial Owner"). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery of the terms agreement substantially in the form set forth in Section C of the omnibus instrument (the "Terms Agreement") by such Trust and the applicable Agent or Agents specified therein, among others (the "Omnibus Instrument"), such Trust shall become a party hereto in relation to such series of Notes (the time of such execution and delivery referred to herein as such Trust's "Trust Effective Time"), with CBRESI all the authority, rights, powers, duties and obligations of a Trust as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:if originally

Introductory. CBRE Holding, Inc.Fluor Corporation, a Delaware corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several underwriters named in Schedule A ("CSFBC" or the "Initial Purchaser") $65,000,000 “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of €500,000,000 aggregate principal amount of its 16the Company’s 1.750% Senior Notes Due 2011 due 2023 (the "“Notes") ”). Xxxxxxx Xxxxx International, BNP Paribas and 339,820 shares of Class A common stock (the "Common Stock") Crédit Agricole Corporate and Investment Bank have agreed to act as representatives of the Companyseveral Underwriters (in such capacity, par value $0.01 per share (the "Shares" and together “Representatives”) in connection with the offering and sale of the Notes, the "Offered Securities"). The Notes are to will be issued pursuant to an indenture, dated as of September 8, 2011, as amended and supplemented by a second supplemental indenture dated as of June 22, 2012 (the “Base Indenture”), between the Company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture (the "“Supplemental Indenture"”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The Notes will be dated as delivered in book-entry form through a common depositary or its nominee (the “Depositary”) on behalf of Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V. The Company expects to use the net proceeds from the offering of the Closing Date Notes to repay indebtedness under existing lines of credit incurred in connection with the Acquisition (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" caption “Use of Proceeds” in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Disclosure Package (as defined below). The As described in the Disclosure Package, the Company hereby agrees with has entered into an agreement pursuant to which the Initial Purchaser as follows:Company has purchased from Arle Capital Partners all of the issued and outstanding equity of Stork Holding B.V. (the “Acquisition”).

Introductory. CBRE HoldingTempur Sealy International, Inc., a Delaware corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation X.X. Xxxxxx Securities LLC ("CSFBC" or “X.X. Xxxxxx”) and the "other several Initial Purchaser") Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $65,000,000 600,000,000 aggregate principal amount of its 16the Company’s 5.500% Senior Notes Due 2011 due 2026 (the "“Notes") and 339,820 shares ”). X.X. Xxxxxx has agreed to act as the representative of Class A common stock the several Initial Purchasers (the "Common Stock"“Representative”) in connection with the offering and sale of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to Securities (as defined below) will be issued pursuant to an indenture (the "Indenture") indenture, to be dated as of the Closing Date (as defined belowin Section 2 hereof) (the “Indenture”), between among the Company Company, the Guarantors (as defined below) and State Street The Bank and of New York Mellon Trust Company of CaliforniaCompany, N.A., as trustee (the "“Trustee"”). As part Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” on the Closing Date (as defined below) and (ii) any Subsidiary (as defined below) of the transactions Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (collectively, (i) and (ii) and their respective successors and assigns, being referred to herein as the “Guarantors”), pursuant to their guarantees (the "Transactions") “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities”; and the Exchange Notes (as defined below) and the Guarantees are herein collectively referred to as the “Exchange Securities.” The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated on or prior to the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the "Description Notes (the “Exchange Offer”) and/or (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes" , and in each case, to use its reasonable best efforts to cause such registration statement(s) to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The (i) issuance and sale of the Notes, (ii) issuance of the Guarantees, (iii) execution of the Registration Rights Agreement and the Indenture, (iv) repayment of the Company’s existing $375.0 million aggregate principal amount of 6.825% Senior Notes due 2020 as described under the heading "The Transactions" in the Offering Document Pricing Disclosure Package (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement"below) and (2v) CBRESI will enter into a credit agreement (together with payment of all related fees and expenses are referred to herein collectively as the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. “Transactions.” This Agreement, the IndentureRegistration Rights Agreement, the Offered DTC Agreement, the Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement Indenture are sometimes referred to in this Agreement herein collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "“Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.”

Introductory. CBRE HoldingThe Bank intends to convert from a Federally-chartered mutual savings bank to a Federally-chartered stock savings bank as a wholly owned subsidiary of the Company (together with the Offerings, Inc.as defined below, a Delaware corporation (the ------------ "Company"), proposes, subject issuance of shares of common stock of the Bank to the terms Company and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") incorporation of the Company, the "Conversion") pursuant to a plan of conversion adopted on June 30, 1997 and as amended on September 17, 1997 (as amended, the "Plan"). In accordance with the Plan, the Company is offering shares of its common stock, par value $0.01 .01 per share (the "Shares" and together the "Common Stock"), pursuant to nontransferable subscription rights in a subscription offering (the "Subscription Offering") to certain depositors of the Bank and to the Bank's tax-qualified employee benefit plans (ie., the Bank's Employee Stock Ownership Plan (the "ESOP")). Shares of the Common Stock not sold in the Subscription Offering may be offered to the general public in a community offering, with preference given to natural persons (including individual retirement and Xxxxx retirement accounts and personal trusts in which such natural persons have substantial interests) residing in the State of Delaware and the Pennsylvania counties of Xxxxxxx and Delaware, the Maryland county of Xxxxx, and the New Jersey country of Salem (the "Community Offering") (the Subscription and Community Offerings are sometimes referred to collectively as the "Offerings"), subject to the right of the Company and the Bank, in their absolute discretion, to reject orders in the Community Offering in whole or in part. In the Offerings, the Company is offering between __________ and __________ Shares, with the Notespossibility of offering up to __________ Shares without a resolicitation of subscribers, as contemplated by the final regulations regarding mutual-to-stock conversions of the Office of Thrift Supervision ("Offered SecuritiesOTS"). The Notes are to be issued pursuant to an indenture Each Eligible Account Holder and Supplemental Eligible Account Holder (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") each as defined in the "Description Plan) may purchase in the Subscription Offering the greater of $100,000 of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein)Common Stock for a single account whether held jointly or individually, XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation $200,000 of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and Common Stock when aggregated with purchases by an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities Associate of that person (as defined in the Notes Registration Rights AgreementPlan) or 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Conversion Stock to be issued by a fraction of which the numerator is the amount of the Qualifying Deposit of the Eligible Account Holder or Supplemental Eligible Account Holder and the denominator is the total amount of Qualifying Deposits of all Eligible Account Holders or Supplemental Eligible Account Holders in the Bank on the Eligibility Record Date; Other Members (as defined in the Plan) may purchase in the Subscription Offering the greater of $100,000 of the Common Stock for a single account whether held jointly or individually, $200,000 of the Common Stock when aggregated with purchases by an Associate of that person (as defined in the Plan) or 0.1 of 1% of the total offering of shares of Conversion Stock. Persons purchasing shares of Common Stock in the Community Offering, together with Associates of (as defined in the Plan) and persons Acting in Concert with such persons (as defined in the Plan), may purchase in the Notes Registration Rights Community Offering the greater of $100,000 of the Common Stock for a single account whether held jointly or individually, $200,000 of the Common Stock when aggregated with purchases by an Associate of that person (as defined in the Plan), except that the Tax-Qualified Employee Stock Benefit Plans may purchase up to 10% of the total shares of Conversion Stock to be issued in the Stock Conversion. The Company and the Bank have been advised by Trident that it will utilize its best efforts in assisting the Company and the Bank with the sale of the Shares in the Offerings and, if deemed necessary by the Company in a syndicated community offering. Prior to the execution of this Agreement, the Securityholders Agreement Company has delivered to Trident the Prospectus dated __________, 1997 (as hereinafter defined) and all supplements thereto to be used in the Offerings. Such Prospectus contains information with respect to the Company, the Bank and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Shares.

Introductory. CBRE Holding, Inc.AdvancePCS, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several Initial Purchasers named in Schedule A ("CSFBC" or the "Initial PurchaserPurchasers") ), acting severally and not jointly, the respective amounts set forth in such Schedule A of a $65,000,000 200,000,000 aggregate principal amount of its 16the Company's 8 1/2% Senior Notes Due 2011 due 2008 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). Banc of America Securities LLC, Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Banc One Capital Markets, Inc., Chase Securities, Inc., CIBC World Markets Corp. and Scotia Capital "USA", Inc., have agreed to act as representatives of the several Initial Purchasers in connection with the offering and sale of the Securities. The Notes are to Securities will be issued pursuant to an indenture (the "Indenture") indenture, to be dated as of the Closing Date (as defined belowin Section 2) (the "Indenture"), between among the Company Company, the Guarantors (as defined below) and State Street Bank and U.S. Trust Company of CaliforniaTexas, N.A., N.A. as trustee (the "Trustee"). As part Securities issued in book-entry form will be issued in the name of the transactions The Depository Trust Company (the "TransactionsDepositary") or its nominee pursuant to a DTC Agreement, to be dated as defined in of the Closing Date (the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESIDTC Agreement"), with CBRESI among the Company, the Trustee and the Depositary. The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the surviving corporation in such merger Closing Date (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), among the Company, the Guarantors party thereto and the Initial Purchasers, substantially in the form of Exhibit A attached hereto, pursuant to which the Company and the Guarantors will agree to file, within 90 days of the Closing Date, a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together registration statement with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, Commission registering the Exchange Securities (as defined below) under the Securities Act. The payment of principal of, premium and Liquidated Damages (as defined in the Notes Registration Rights AgreementIndenture), if any, and interest on the Notes Registration Rights Agreement, the Securityholders Agreement Securities and the Anti- Dilution Agreement are sometimes referred to Exchange Securities will be fully and unconditionally guaranteed on a senior and unsecured basis, jointly and severally by (i) the Company's Subsidiaries listed in this Agreement collectively as Schedule B herein, (the "Operative DocumentsSubsidiaries". All material agreements ), and instruments relating to (ii) any subsidiary of the Transactions (includingCompany formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents respective successors and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to assigns of the subsidiaries of the Company shall include all direct referred to in (i) and indirect subsidiaries (ii) above (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Securities and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Securities and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Company understands that the Initial Purchasers propose to make an offering of the Company after Securities on the consummation of terms and in the Merger. Capitalized terms used but not defined manner set forth herein shall have the meanings given to such terms and in the Offering Document Memorandum (as defined below)) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Company hereby agrees Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Initial Purchaser Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as follows:amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

Introductory. CBRE Holding, Inc., a Delaware corporation Onyx Acceptance Financial Corporation (the ------------ "Company"), proposes, subject ) proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 cause Onyx Acceptance Grantor Trust 1996-4 (the "NotesTrust") and 339,820 shares of Class A common stock to sell to Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated (the "Common StockUnderwriter") of the Company____% Auto Loan Pass-Through Certificates, par value $0.01 per share Series 1996-4 (the "Shares" and together with the Notes, the "Offered SecuritiesCertificates"). The Notes are to Certificates will be issued pursuant to an indenture a Pooling and Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation as Servicer (the "IndentureServicer" or ") to be dated as of the Closing Date (as defined belowOnyx"), between the Company and State Street Bank and Bankers Trust Company of California, N.A., as trustee Trustee (the "Trustee"). As part , dated as of the transactions December 1, 1996 (the "TransactionsPooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") as defined in among the "Description of Company, Onyx Acceptance Corporation, the Notes" Trustee and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Capital Markets Assurance Corporation ("CBRESIthe Insurer"), with CBRESI as the surviving corporation in such merger Insurer has issued its surety bond (the "MergerSurety Bond"). Concurrently with ) to the consummation Trustee for the benefit of the MergerCertificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI Onyx will enter into a credit yield supplement agreement dated as of December 1, 1996 with the Company (the "Yield Supplement Agreement") which will assign it to the Trust. The assets of the Trust will include, among other things, (i) a pool (the 2 "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Initial Financed Vehicles"), certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Contracts to be sold to the Trust by the Seller and serviced by the Servicer, (ii) the Surety Bond, (iii) security interests in the Financed Vehicles and the rights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, (iv) amounts on deposit in a trust account established for the benefit of the Certificateholders (the "Pre-Funding Account"), (v) all amounts on deposit in the Collection Account, (vi) the right of the Company to cause Onyx to repurchase certain Contracts under certain circumstances and (vii) all proceeds of the foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to the sum of the Original Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as of the opening of business on December 1, 1996 (the "Cutoff Date"). From time to time during the Funding Period pursuant to the Purchase Agreement, Only will be obligated to sell, and the Seller will be obligated to purchase, additional Rule of 78's and Simple Interest Method retail motor vehicle retail installment sales contracts (the "Subsequent Contracts" and together with the related guaranties and security documents, Initial Contracts the "Credit AgreementContracts") among itself, secured by new and used automobiles and light duty trucks (the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, "Subsequent Financed Vehicles" and together with the lenders named therein. This Agreement, Initial Financed Vehicles the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement"Financed Vehicles"), which Subsequent Contracts will be described in a transfer certificate delivered by the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as Company on each Subsequent Transfer Date (the "Operative DocumentsTransfer Certificate"). All material agreements and instruments relating The Subsequent Contracts will be sold from the Seller to the Transactions Trust on the same Business Day such Subsequent Contracts are sold by Onyx to the Seller (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the each such date a "Transaction AgreementsSubsequent Transfer Date"). The Operative Documents and maximum aggregate principal amount of Subsequent Contracts to be sold during the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement Funding Period by Onyx to the subsidiaries of Seller and by the Company shall include all direct and indirect subsidiaries of Seller to the Company after the consummation of the MergerTrust is $___________. Capitalized terms used but herein and not otherwise herein defined herein shall have the meanings given assigned to such terms in the Offering Document (as defined below)Pooling and Servicing Agreement. The Company hereby agrees with the Initial Purchaser Underwriter, as follows:

Introductory. CBRE HoldingCapital One Auto Receivables, Inc.LLC, a Delaware corporation limited liability company (the ------------ "Company"“Seller” or “Depositor”), proposesand Capital One, subject National Association, a national banking association (the “Bank”), confirm their agreement with X.X. Xxxxxx Securities LLC, Citigroup Global Markets Inc. and Xxxxx Fargo Securities, LLC (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) listed in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2019-2, a Delaware statutory trust (the “Issuer”), will issue the notes specified in Section 1 of the Terms Exhibit (the “Issued Notes”) pursuant to the terms and conditions stated hereinIndenture, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined belowthe “Indenture”), between the Company Issuer and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A.National Association, as indenture trustee (the "“Indenture Trustee"”). As part The Seller proposes to sell to the Underwriters a portion of the transactions Issued Notes in the amounts specified in Section 3 of the Terms Exhibit (the "Transactions"“Notes”). The assets of the Issuer (the “Trust Estate”) consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale Agreement, to be dated as defined of the Closing Date (the “Sale Agreement”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the "Description Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Notes" Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as described buyer, under the heading "Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Bank and the Seller (including the representations and warranties of the Bank therein) and the Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Transactions" Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by Xxxxxxx Xxxxx Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Offering Document Registration Statement (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement"below) and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Prospectus (as defined below). Capitalized terms used herein but not defined herein or in the Terms Exhibit shall have the meanings given such terms in Appendix A to the Sale Agreement. The Company hereby agrees Seller has prepared and filed with the Initial Purchaser Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-226529), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on November 6, 2018 and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. CBRE Holding, Inc.BLUM CB Corp., a Delaware corporation (the ------------ "CompanyIssuer"), wxxxx xx a wholly owned subsidiary of CBRE Holding, Inc. ("Holdings"), a Delaware corporation, proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or "), Credit Lyonnais Securities (USA) Inc., HSBC Securities (USA) Inc. and Scotia Capital (USA) Inc. (the "Initial PurchaserPurchasers") $65,000,000 229,000,000 aggregate principal amount of its 1611 1/4% Senior Subordinated Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock ). The Notes will be unconditionally guaranteed on a senior subordinated basis by Holdings (the "Common StockParent Guaranty") of ; the CompanyParent Guaranty, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes Offered Securities are to be issued pursuant to an indenture (the "Indenture") to be dated as of June 7, 2001 (the "Closing Date (as defined belowDate"), between the Company Issuer, Holdings and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. the Issuer will merge with and into CB Xxxxxxx Xxxxx Richard Ellis Services, Inc., a Delaware corporation (txx "CBRESIXxxxxxx"), with CBRESI the Company as the surviving corporation in such merger (the "Merger"). As a result of the Merger, all of the Issuer's obligations under the Notes, the Indenture, the Registration Rights Agreement and the Escrow Agreement (as each term is defined herein) will, by operation of law, become obligations of the Company. Concurrently with the consummation of the Merger, (1) the Company and the Subsidiary Guarantors (as defined herein) will execute a Notes counterparts to this Agreement and the Registration Rights Agreement, which will cause the obligations of the Issuer under this Agreement and the Registration Rights Agreement which survive past the closing date of the Merger to be contractually assumed by the Company and the Subsidiary Guarantors, (2) the Company will enter into a supplemental indenture relating to the Indenture (the "Notes Registration Rights AgreementSupplemental Indenture"), a Securityholders' Agreement which Supplemental Indenture will cause the obligations of the Issuer under the Indenture to be assumed by the Company, (3) the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI Company will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named thereintherein and (4) each subsidiary of the Company that is a guarantor under the Credit Agreement (the "Subsidiary Guarantors") will guarantee the Notes on an unconditional senior subordinated basis pursuant to the terms of the Supplemental Indenture (the "Subsidiary Guaranties"; after the consummation of the Merger, the Subsidiary Guaranties, the Notes and the Parent Guaranty are collectively referred to as the "Offered Securities"). If the Closing Date occurs prior to the consummation of the Merger, the Issuer will, on the Closing Date, deposit with State Street Bank and Trust Company of California, N.A. (the "Escrow Agent") the gross proceeds of the offering of the Offered Securities, together with an amount of cash or treasury securities (the "Escrowed Funds") so that the amount in escrow will be sufficient to pay the special mandatory redemption price for the Offered Securities, when and if due. In the event that the Merger and the other Transactions are not consummated on or prior to the 75th day after the closing of this offering or the Merger Agreement is terminated at any time prior thereto, the Issuer will redeem the Offered Securities at a redemption price equal to 100% of the aggregate principal amount of the Offered Securities, plus accrued and unpaid interest to the date of redemption. If the Merger and the other Transactions are consummated on or prior to the 75th day after the closing of this offering, the Escrowed Funds will be released to the Issuer in connection with the closing of the Merger. This AgreementAgreement (including the counterparts to be executed concurrently with the consummation of the Merger), the Indenture, the Supplemental Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, Agreement (including the Securityholders Agreement counterparts to be executed concurrently with the consummation of the Merger) and the Anti- Dilution Escrow Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) ), are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Transactions Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Issuer and Holdings hereby agrees agree with the Initial Purchaser Purchasers as follows:

Introductory. CBRE Holding, Legacy Healthcare Properties Trust Inc., a Delaware Maryland corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several underwriters named in Schedule A ("CSFBC" or the "Initial Purchaser"“Underwriters”) $65,000,000 an aggregate principal amount of [___] shares of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Companystock, par value $0.01 per share (the "“Shares" and together with the Notes, the "Offered Securities"”). The Notes are [___] Shares to be issued sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] Shares as provided in Section 2. The additional [___] Shares to be sold by the Company pursuant to an indenture such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Xxxxxxxxx & Company, Inc. (“Jefferies”) and Xxxxxx, Xxxxxxxx & Company, Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. Jefferies agrees that a portion of the Firm Shares to be purchased by it (the "Indenture"“Directed Shares”) shall be reserved for sale by Jefferies and its affiliates to be dated as certain eligible directors, officers and employees of the Closing Date (as defined below), between the Company and State Street Bank and Trust persons having business relationships with the Company of California(collectively, N.A.the “Participants”), as trustee (the "Trustee"). As part of the transactions distribution of the Offered Shares by Jefferies (the "Transactions"“Directed Share Program”) as defined in subject to the "Description terms of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This this Agreement, the Indentureapplicable rules, regulations and interpretations of the Offered SecuritiesFinancial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. To the Exchange Securities (as defined in extent that such Directed Shares are not orally confirmed for purchase by the Notes Registration Rights Agreement), Participants by the Notes Registration Rights end of the first business day after the date of this Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating such Directed Shares may be offered to the Transactions (including, but not limited to, public by the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively Underwriters as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries part of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)public offering contemplated hereby. The Company hereby agrees has prepared and filed with the Initial Purchaser as follows:Securities and Exchange Commission (the “Commission”) a registration statement on Form S-11 (File No. 333-166448), which contains a

Introductory. CBRE Holding, Inc.Xxxxxxx Purina Company, a Delaware Missouri corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 you (the "NotesUnderwriters"), an aggregate amount of SAILS (Stock Appreciation Income Linked Securities) and 339,820 shares consisting of Class A common stock its __% Exchangeable Notes Due 2000, which are registered under the registration statement referred to in Section 3(a) (referred to herein as the "Common StockFirm SAILS") ), in such amounts to each of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities")Underwriters as set forth in Schedule A hereto. The Notes are to SAILS will be issued pursuant to under an indenture (the "Indenture") to be , dated as of the Closing Date (as defined below)May 26, 1995, between the Company and State Street The First National Bank and Trust Company of California, N.A.Chicago, as trustee (the "Trustee"), as supplemented by a First Supplemental Indenture, dated as of ___________, 1997, between the Company and the Trustee (as supplemented from time to time, the "Indenture"). As part of In addition, the transactions Underwriters will have the option to purchase from the Company up to an additional SAILS (the "TransactionsOption SAILS") ). The Firm SAILS and the Option SAILS, if purchased, are hereinafter collectively referred to as defined in the "Description of SAILS." In connection with the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc.foregoing Interstate Bakeries Corporation, a Delaware corporation ("CBRESIIBC"), has filed with CBRESI as the surviving corporation in such merger Securities and Exchange Commission (the "MergerCommission"). Concurrently ) a Form S-3 registration statement with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement respect to shares (the "Notes Registration Rights AgreementIBC Firm Shares") of common stock of IBC, par value $.01 per share ("IBC Common Stock"), a Securityholders' Agreement plus an additional shares of IBC Common Stock (the "Securityholders AgreementIBC Option Shares") to the extent the Underwriters exercise their over-allotment option with respect to -------------------- /1/ Plus an option to purchase up to SAILS from the Company to cover over-allotments, if any. the SAILS, for sale by the Company as a selling stockholder (to the extent it shall so elect to deliver IBC Common Stock to holders of the SAILS at maturity thereof pursuant to the terms of the SAILS), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes which registration statement is referred to in this Agreement Section 2(a). The IBC Firm Shares and the IBC Option Shares, if the Options SAILS are purchased, are hereinafter collectively referred to as the "Operative DocumentsIBC Shares.". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:

Introductory. CBRE HoldingSabine Pass Liquefaction, Inc.LLC, a Delaware corporation limited liability company (the ------------ "“Company"”), proposes, agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 Purchasers in the aggregate U.S.$1,500,000,000 principal amount of its 165.000% Senior Secured Notes Due 2011 due 2027 (the "“Notes") and 339,820 shares ”). The Notes shall be issued under an indenture dated as of Class A common stock February 1, 2013 (the "Common Stock") “Base Indenture”), between the Company and The Bank of the CompanyNew York Mellon, par value $0.01 per share as Trustee (the "Shares" “Trustee”) as supplemented by a ninth supplemental indenture that will be dated as of September 23, 2016, relating to the Notes (the “Ninth Supplemental Indenture”, and together with the NotesBase Indenture, the "Offered Securities"“Indenture”). The Notes are will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to be issued pursuant to an indenture Société Générale, as common security trustee (the "Indenture") “Common Security Trustee”), in accordance with the Security Documents (as defined in the Second Amended and Restated Common Terms Agreement, dated as of June 30, 2015, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein), as amended by the Omnibus Amendment thereto, dated as of September 24, 2015, and the Administrative Amendment to the Common Terms Agreement, dated as of December 31, 2015, among the Company, the Common Security Trustee and the Intercreditor Agent (collectively, the “Common Terms Agreement”)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (as defined belowthe “Registration Rights Agreement”), between the Company and State Street Bank the Purchasers, pursuant to which the Company agrees to file a registration statement with the Securities and Trust Company Exchange Commission (the “Commission”) registering the exchange of California, N.A.registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933, as trustee amended (the "Trustee"). As part of “Securities Act”) with terms substantially identical to the transactions Notes (the "Transactions") as defined in the "Description of the “Exchange Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE Holding, Inc.The CIT Group Securitization Corporation II, a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "NotesSeller") and 339,820 shares a wholly-owned limited-purpose finance subsidiary of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesCIT Group Holdings, Inc., a Delaware corporation ("CBRESICIT") proposes to cause CIT RV Owner Trust 1996-A (the "Trust") to issue and sell $ ___________ principal amount of its Class A _____ % Asset Backed Notes (the "Notes") and $___________ principal amount of its ____ % Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities"). The Securities are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "Initial Contracts") secured by new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), with CBRESI and certain monies received thereunder on or after ____________ , 1996, amounts deposited in the Pre-Funding Account and Capitalized Interest Account, the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as the surviving corporation in such merger of ____________ , 1996 (the "MergerCash Collateral Agreement") between the Trust, the Owner Trustee, the Servicer and _______________________________ (the "Cash Collateral Depositor") and the Sale and Servicing Agreement (as defined below), additional retail receivables generated pursuant to motor vehicle retail installment sale contracts (the "Subsequent Contracts"; and together with the Initial Contracts, the "Contracts") secured by new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles;" and together with the Initial Financed Vehicles, the "Financed Vehicles") to be conveyed to the Trust subsequent to the date of issuance of the Securities and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of ____________ , 1996 (the "Sale and Servicing Agreement") among the Trust, the Seller, and The CIT Group/Sales Financing, Inc., a wholly-owned subsidiary of CIT, as servicer ("CITSF" or the "Servicer"). Concurrently with the consummation The Contracts and other assets of the MergerTrust will be sold by CITSF to the Seller pursuant to a Purchase Agreement to be dated as of ____________ , (1) the Company will execute a Notes Registration Rights Agreement 1996 (the "Purchase Agreement") between CITSF and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Contracts and other property sold by CITSF to the Seller will first be purchased by CITSF from The CIT Group/Consumer Finance, Inc. (NY) ("CITCF-NY") pursuant to a Purchase Agreement to be dated as of ___________ , 1996 (the "CITCF-NY Sale Agreement") between CITCF-NY and CITSF. The Servicer will service the Contracts on behalf of the Trust pursuant to the Sale and Servicing Agreement. The Notes Registration Rights will be issued pursuant to the Indenture to be dated as of ___________ , 1996 (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________________ (the "Indenture Trustee"). Pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks imposed on the Trust under the Indenture. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to a Trust Agreement to be dated as of ___________ , 1996 (the "Trust Agreement"), a Securityholders' Agreement between the Seller and __________________________ , as owner trustee (the "Securityholders AgreementOwner Trustee"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but herein and not otherwise defined herein shall have the meanings given to such terms them in the Offering Document (as defined below)Sale and Servicing Agreement and the Indenture. The Company Seller and CITSF hereby agrees agree with the Initial Purchaser several Underwriters named in Schedule I hereto (the "Underwriters") as follows:

Introductory. CBRE Holding[●], Inc., a Delaware corporation Series 201[●]-[●] (the ------------ "“Company"”), proposesGECB Equipment Funding, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 LLC (the "Notes"“Depositor”) and 339,820 shares GE Capital Commercial Inc.(“GECCI”), as sponsor, propose to cause the sale of the [●], Series 201[●]-[●] Asset Backed Notes, consisting of the Class A common stock Notes (the "Common Stock") of “Class A Notes”), the Company, par value $0.01 per share Class B Notes (the "Shares" “Class B Notes”) and the Class C Notes (the “Class C Notes” and together with the Class A Notes and the Class B Notes, the "Offered Securities"“Notes”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of [●] [●], 201[●] (the Closing Date (as defined below“Indenture”), between the Company and State Street Bank and Trust Company of California, N.A.[●], as indenture trustee (the "“Indenture Trustee"”). As part The Notes will be issued in an aggregate initial principal amount of the transactions $[●]. The Notes specified on Schedule I hereto (the "Transactions"“Subject Notes”) are being purchased severally and not jointly by the entities specified therein (each an “Underwriter,” and together the “Underwriters”). The Notes will be backed by the Collateral, including without limitation, a pool of equipment loans [and leases] [and] [beneficial interests in a pool of equipment loans and leases] primarily backed by security interests in [, or ownership or beneficial ownership of,] the related equipment (collectively, the “[Loans] [Purchased Assets]”). Pursuant to a [Loan] [Receivables] Sale Agreement, dated as defined in of [●] [●], 201[●] (the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein“[Loan] [Receivables] Sale Agreement”), XXXX XX Corp. will merge with [between] [among] GECCI, [●] and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch[●], as administrative agentsellers, and the lenders named thereinDepositor, as purchaser, the sellers will sell, transfer and convey, without recourse, all of its right, title and interest in the [Loans and related assets] [Purchaser Assets] to the Depositor. This Pursuant to a Loan Purchase and Sale Agreement, dated as of [●] [●], 201[●] (the Indenture“[Loan] [Receivables] Purchase and Sale Agreement”), between the Depositor and the Company, the Offered SecuritiesDepositor will sell, transfer and convey to the Exchange Securities (as defined Company, without recourse, all of its right, title and interest in the Notes Registration Rights Agreement), [Loans and related assets] [Purchased Assets]. Pursuant to the Notes Registration Rights Servicing Agreement, dated as of [●] [●], 201[●] (the Securityholders Agreement “Servicing Agreement”) between GE Capital Bank, as servicer, and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as Company, GECCI will service the "Operative Documents". All material agreements [Loans] [Receivables and instruments relating to manage the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Mergerrelated equipment]. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms set forth in the Offering Document (as defined below)Indenture. The Company hereby agrees with Class A Notes shall bear interest at [●]% per annum, the Initial Purchaser as follows:Class B Notes shall bear interest at [●]% per annum and the Class C Notes shall bear interest at [●]% per annum.

Introductory. CBRE HoldingExpress Scripts, Inc., a Delaware corporation (the ------------ "Company"), proposesand the Guarantors (as defined) propose, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or collectively, the "Initial PurchaserPurchasers") U.S. $65,000,000 aggregate 250,000,000 principal amount of its 16their 9 5/8% Senior Notes Due 2011 due 2009 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture indenture, dated as of June 11, 1999 (the "Indenture") to be dated as of ), among the Closing Date Issuers (as defined below), between the Company defined) and State Street Bank and Bankers Trust Company of California, N.A.Company, as trustee (the "Trustee"). As part of the transactions The Notes will be guaranteed (the "TransactionsGuarantees") on a senior unsecured basis by certain of the Company's domestic subsidiaries listed on the signature pages hereof (collectively, the "Guarantors"). The Company and the Guarantors are collectively referred to herein as defined the "Issuers." The Notes and the Guarantees are collectively referred to herein as the "Offered Securities." The United States Securities Act of 1933, as amended, is herein referred to as the "Act." The Purchasers and the direct and indirect transferees of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, substantially in the "Description of the Notes" and form attached hereto as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger Exhibit B (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), pursuant to which the Issuers have agreed, among other things, to file a Securityholders' Agreement registration statement with the Securities and Exchange Commission (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution AgreementCommission") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, registering the Exchange Securities (as defined in the Notes Registration Rights Agreement), ) under the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements"Act. The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Issuers hereby agrees agree with the Initial Purchaser Purchasers as follows:

Introductory. CBRE Holding, Inc.WaMu Asset Acceptance Corp., a Delaware corporation (the ------------ "“Company"”), proposesproposes to sell, subject pursuant to the terms of an Underwriting Agreement of even date herewith (the “Underwriting Agreement”), and conditions stated hereina Purchase Agreement of even date herewith (the “Purchase Agreement”), and each of [Underwriter 1] (“[Underwriter 1]”) and [Underwriter 2] (“[Underwriter 2],” and collectively with [Underwriter 1], the “Acquirers”) severally proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or purchase the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock"or notional amount, as applicable) of the Company(i) Offered Certificates (as such term is defined in Underwriting Agreement) set forth opposite its name on Schedule 2 to the Underwriting Agreement and (ii) Purchased Certificates (as such term is defined in Purchase Agreement) set forth opposite its name on Schedule B to the Purchase Agreement, par value of the $0.01 per share [__________] aggregate principal balance (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant subject to an indenture (the "Indenture"upward or downward variance not to exceed 5.0%) to be dated as of the Closing Date (as defined below)WaMu Mortgage Pass-Through Certificates, between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee")Series [___]. As part In furtherance of the transactions described above, Washington Mutual Bank (“WMB”) desires to enter into this Supplemental Indemnification Agreement (this “Agreement”) for the "Transactions"purposes of (i) providing indemnification to (a) the Underwriters (as such term is defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Underwriting Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2b) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities Purchasers (as such term is defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Purchase Agreement) are sometimes referred to in this Agreement collectively as and (ii) receiving indemnification from (a) the "Transaction Agreements". The Operative Documents Underwriters and (b) the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerPurchasers. Capitalized terms used but not otherwise defined herein shall have the meanings given assigned to such terms them in the Offering Document (Underwriting Agreement or the Purchase Agreement, as defined below)the case may be, as in effect on the date hereof. The Company hereby agrees with obligations, representations and covenants of the Initial Purchaser as follows:Underwriters under this Agreement shall be several and not joint.

Introductory. CBRE HoldingCitizens Auto Receivables, Inc., a Delaware corporation LLC (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" “Depositor” or the "Initial Purchaser"“Seller”) proposes to transfer $65,000,000 [ ] aggregate principal amount of its 16[ ]% Senior Auto Loan Asset Backed Class A-1 Notes Due 2011 (the "“Class A-1 Notes"”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-2 Notes (the “Class A-2 Notes”), $[ ] aggregate principal amount of [ ]% Auto Loan Asset Backed Class A-3 Notes (the “Class A-3 Notes”) and 339,820 shares $[ ] aggregate principal amount of [LIBOR] + [ ]% Auto Loan Asset Backed Class A common stock A-4 Notes (the "Common Stock") of the Company“Class A-4 Notes”, par value $0.01 per share (the "Shares" and together with the Class A-1 Notes, the "Offered Securities"Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter” and collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Notes are to will be issued pursuant to an indenture (the "Indenture") to be , dated as of the Closing Date [ ] (as defined belowamended, supplemented or modified from time to time, the “Indenture”), between Citizens Auto Loan Trust 20[ ]-[ ] (the Company “Issuer”) and State Street Bank and Trust Company of California, N.A.[ ], as indenture trustee (in such capacity, the "“Indenture Trustee"”). As part The assets of the transactions Issuer include, among other things, motor vehicle retail installment sale contracts or installment loans secured by a combination of new or used automobiles or light-duty trucks (the "Transactions"“Receivables”) as defined in and certain related rights. The Receivables will be sold to the "Description of Issuer by the Notes" Seller and as described under will be serviced for the heading "The Transactions" in the Offering Document Issuer by Citizens Automobile Finance, Inc. (as defined herein“CAF”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation as servicer ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentscapacity, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement“Servicer”), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not otherwise defined herein shall have the meanings given set forth in Appendix A to such terms in the Offering Document Sale and Servicing Agreement, dated as of [ ] (as defined belowamended, supplemented or modified from time to time, the “Sale and Servicing Agreement”), among the Servicer, the Issuer, the Seller and the Indenture Trustee. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Underwriters, the Seller and CAF hereby agree that the “Closing Date” shall be [ ], 10:00 a.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Seller). The Company hereby agrees Seller has prepared and filed with the Initial Purchaser Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a shelf registration statement on Form S-3 (having the registration number 333-[ ]), including a form of prospectus, relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the Closing Date or, the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the provisions of the Securities Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Securities Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement (this “Agreement”), the most recent such amendment is effective upon filing with the Commission pursuant to Rule 462 of the Securities Act or has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, is referred to in this Agreement as the “Registration Statement.” The Seller proposes to file with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Base Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. CBRE Holding, Inc., a Delaware corporation Onyx Acceptance Financial Corporation (the ------------ "Company"), proposes, subject ) proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 cause Onyx Acceptance Grantor Trust 1997-1 (the "NotesTrust") and 339,820 shares of Class A common stock to sell to Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated (the "Common StockUnderwriter") of the Company____% Auto Loan Pass-Through Certificates, par value $0.01 per share Series 1996-4 (the "Shares" and together with the Notes, the "Offered SecuritiesCertificates"). The Notes are to Certificates will be issued pursuant to an indenture a Pooling and Servicing Agreement between the Company, as Seller, Onyx Acceptance Corporation as Servicer (the "IndentureServicer" or ") to be dated as of the Closing Date (as defined belowOnyx"), between the Company and State Street Bank and Bankers Trust Company of California, N.A., as trustee Trustee (the "Trustee"). As part , dated as of the transactions March __, 1997 (the "TransactionsPooling and Servicing Agreement"). Pursuant to an insurance and reimbursement agreement (the "Insurance Agreement") as defined in among the "Description of Company, Onyx Acceptance Corporation, the Notes" Trustee and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation Capital Markets Assurance Corporation ("CBRESIthe Insurer"), with CBRESI as the surviving corporation in such merger Insurer has issued its surety bond (the "MergerSurety Bond"). Concurrently with ) to the consummation Trustee for the benefit of the MergerCertificateholders guaranteeing timely payment of interest and principal on the Certificates. In addition, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI Onyx will enter into a credit yield supplement agreement (together dated as of March ___, 1997 with the related guaranties and security documents, Company (the "Credit Yield Supplement Agreement") which will assign it to the Trust. The assets of the Trust will include, among itselfother things, (i) a pool (the guarantors named therein2 "Contract Pool") of fixed rate Rule of 78's and Simple Interest Method motor vehicle retail installment sales contracts (the "Contracts") secured by new and used automobiles and light-duty trucks (the "Initial Financed Vehicles"), Credit Suisse First Bostoncertain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), New York branchsuch Contracts to be sold to the Trust by the Seller and serviced by the Servicer, as administrative agent(ii) the Surety Bond, (iii) security interests in the Financed Vehicles and the lenders named therein. This Agreementrights to receive proceeds from claims on certain insurance policies covering the Financed Vehicles or the individual obligors under each related Contract and the right to proceeds under a blanket insurance policy, the Indenture, the Offered Securities, the Exchange Securities (as defined iv) all amounts on deposit in the Notes Registration Rights Agreement)Collection Account, (v) the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries right of the Company shall include to cause Onyx to repurchase certain Contracts under certain circumstances and (vi) all direct and indirect subsidiaries proceeds of the Company after foregoing. The Certificates will be issued in an aggregate principal amount of $___________ which is equal to the consummation sum of the MergerOriginal Pool Balance of the Contracts and the amount on deposit in the Pre-Funding Account as of the opening of business on March __, 1997 (the "Cutoff Date"). Capitalized terms used but herein and not otherwise herein defined herein shall have the meanings given assigned to such terms in the Offering Document (as defined below)Pooling and Servicing Agreement. The Company hereby agrees with the Initial Purchaser Underwriter, as follows:

Introductory. CBRE Holding, Inc.Santander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”) and Santander Consumer USA Inc., an Illinois corporation (the ------------ "Company"“SCUSA”), proposes, subject confirm their agreement with X.X. Xxxxxx Securities LLC (the “Underwriter”) as follows: The Seller proposes to sell to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or Underwriter the "Initial Purchaser") $65,000,000 aggregate principal amount of its 1697,200,000 3.06% Senior Class C Asset Backed Notes Due 2011 (the "“Notes"”) and 339,820 shares of Class A common stock issued by Santander Drive Auto Receivables Trust 2010-3, a Delaware statutory trust (the "Common Stock") of “Issuer”). The Notes were issued by the Company, par value $0.01 per share Issuer pursuant to an Indenture (the "Shares" “Indenture”), dated as of November 24, 2010 (the “Original Closing Date”), between the Issuer and together with U.S. Bank National Association, as indenture trustee (the Notes, the "Offered Securities"“Indenture Trustee”). The Notes are to be issued pursuant to an indenture collateralized by the Trust Estate (as defined below). The assets of the Issuer (the "Indenture"“Trust Estate”) to be consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by the Issuer under the Sale and Servicing Agreement, dated as of November 24, 2010, by and among the Closing Date Seller, the Issuer, SCUSA, as servicer, and the Indenture Trustee (the “Sale and Servicing Agreement”), the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or Sale and Servicing Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than provided in Section 3.7 of the Sale and Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) rights under the Sale and Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. NY1 8979267v.7 The Receivables and related property were conveyed to the Seller by SCUSA pursuant to the Purchase Agreement, dated as of November 24, 2010, between the Seller and SCUSA (the “Purchase Agreement”) and were conveyed to the Issuer by the Seller pursuant to the Sale and Servicing Agreement. The terms of the Notes are set forth in the Base Prospectus (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document supplemented by a Prospectus Supplement (as defined hereinbelow), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in Appendix A to the Offering Document Sale and Servicing Agreement. The Seller has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-180147), including a form of prospectus, as amended by pre-effective amendments no. 1, no. 2 and no. 3 relating to the Notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form S-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Underwriting Agreement (as defined below) as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement dated September 13, 2013 (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Base Prospectus”) relating to the Notes and the method of distribution thereof. The Company hereby Base Prospectus and the Prospectus Supplement together are hereinafter referred to as the “Prospectus.” Pursuant to this Underwriting Agreement and subject to the terms hereof, the Seller agrees with to sell the Initial Purchaser as follows:Notes to the Underwriter.

Introductory. CBRE HoldingElectro-Optical Sciences, Inc., a Delaware corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation certain purchasers ("CSFBC" or collectively, the "Initial Purchaser"“Purchasers”) $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 2,312,384 shares (the "Notes"“Shares”) and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 0.001 per share (the "Shares" “Common Stock”), of the Company and related warrants to purchase 346,858 shares of Common Stock (“Warrants,” together with the NotesShares, the "Offered “Securities"”). The Notes Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon Section 4(2) (“Section 4(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. Jefferies & Company, Inc. (“Jefferies”) has agreed to act as placement agent (the “Placement Agent”) in connection with the Placement, subject to the terms, conditions and other provisions of this Agreement. The Securities are to be sold to the Purchasers pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) to be entered into by the Company and the Purchasers. The Warrants are to be issued pursuant to an indenture the Purchase Agreement and will be exerciseable into duly and validly issued, fully paid and non-assessable shares (such shares, the "Indenture"“Warrant Shares”) of Common Stock on the terms, and subject to be dated as the conditions, set forth in the Warrant. Holders of the Closing Date (as defined below), between Securities will be entitled to the Company and State Street Bank and Trust Company benefits of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes “Resale Registration Rights Agreement")”) to be entered into between the Company and the Purchasers pursuant to which the Company will agree, among other things, to file with the Commission a Securityholders' Agreement shelf registration statement pursuant to Rule 415 under the Securities Act (the "Securityholders Agreement")“Resale Registration Statement”) covering the resale of the Shares and Warrant Shares, and an Anti-Dilution Agreement (to use its reasonable best efforts to cause the "Anti-Dilution Resale Registration Statement to be declared effective within the time periods specified in the Resale Registration Rights Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Purchase Agreement, the Securityholders Agreement Warrant and the Anti- Dilution Resale Registration Rights Agreement are sometimes referred to in this Agreement herein collectively as the "Operative “Transaction Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement ,” and the Credit Agreement) transactions contemplated hereby and thereby are sometimes referred to in this Agreement herein collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). “Transactions.” The Company hereby agrees confirms its agreement with the Initial Purchaser Placement Agent as follows:

Introductory. CBRE HoldingThe Issuer is a common law trust formed pursuant to a Trust Agreement, Inc.dated as of December 1, a Delaware corporation 2000 (the ------------ "CompanyTrust Agreement"), proposesbetween the Seller and --------------- Bankers Trust Company, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 as owner trustee (the "NotesOwner Trustee") and 339,820 shares ). The Notes will be ------------- issued pursuant to a Master Indenture, dated as of Class A common stock December 1, 2000 (the "Common StockMaster ------ Indenture") ), between the Issuer and The Bank of the CompanyNew York, par value $0.01 per share as indenture trustee --------- (the "SharesIndenture Trustee"), as supplemented by the Series 2000-A Indenture ----------------- Supplement with respect to the Notes to be dated as of December 1, 2000 (the "Indenture Supplement," and together with the NotesMaster Indenture, the -------------------- "Indenture"). --------- Initially, the primary asset of the Issuer will be a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held ---------------------- in Spiegel Master Trust ("SMT"), issued pursuant to the Amended and Restated --- Pooling and Servicing Agreement, dated as of December 13, 1994 (as heretofore amended, the "Offered SecuritiesAmended and Restated Pooling and Servicing Agreement"). The Notes are to be issued pursuant to an indenture , among ---------------------------------------------------- SCCIII, First Consumers National Bank (the "IndentureBank") and The Bank of New York ---- (successor-in- interest to be dated as the corporate trust administration of the Closing Date (as defined belowXxxxxx Trust and Savings Bank), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "SMT Trustee"). As part , and the Collateral Series ----------- Supplement, dated as of December 1, 2000, to the transactions (the "Transactions") as defined in the "Description of the Notes" Amended and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with Restated Pooling and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Servicing Agreement (the "Notes Registration Rights Collateral Supplement" and together with the --------------------- Amended and Restated Pooling and Servicing Agreement, the "PSA"). The assets of --- SMT include, a Securityholders' Agreement among other things, certain amounts due (the "Securityholders AgreementReceivables"), and an Anti-Dilution Agreement ) on a pool of private ----------- label credit card accounts (the "Anti-Dilution AgreementAccounts") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:--------

Introductory. CBRE HoldingSunnova Xxx XX Issuer, Inc.LLC, a Delaware corporation limited liability company (the ------------ "Company"), “Issuer”) (i) proposes, subject to the terms and conditions stated herein, to issue and (i) sell to Credit Suisse First Boston Corporation Securities ("CSFBC" or USA) LLC (in such capacity, the "“Initial Purchaser") $65,000,000 aggregate principal amount of its 16”), the 4.95% Senior Notes Due 2011 Solar Asset Backed Notes, Series 2022-1, Class A (the "“Class A Notes"”) and 339,820 shares of the 6.35% Solar Asset Backed Notes, Series 2022-1, Class A common stock B (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" “Class B Notes” and together with the Class A Notes, the "Offered Securities"“Notes”), in the initial Outstanding Note Balances and at purchase prices set forth in Exhibit D-1 (such Notes, the “Underwritten Notes”) attached to this note purchase and placement agency agreement (this “Agreement”) and (ii) subject to the terms and conditions stated herein, engage Credit Suisse Securities (USA) LLC (in such capacity, the “Placement Agent”), to place the Class B Notes in the amount of initial Outstanding Note Balance set forth on Exhibit D-2 (such Notes, the “Placed Notes”) attached to this Agreement. On the Closing Date, Sunnova Xxx XX Holdings, LLC, a Delaware limited liability company (“Sunnova Sol Holdings”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and a wholly-owned subsidiary of Sunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Xxx XX Depositor, LLC, a Delaware limited liability company (the “Depositor”) and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova Sol Holdings will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova Sol Holdings; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued pursuant to under an indenture (the "Indenture") to be indenture, dated as of the Closing Date (as defined belowthe “Indenture”), by and between the Company Issuer and State Street Bank and Trust Company of CaliforniaWilmington Trust, N.A.National Association, a national banking association, as indenture trustee (in such capacity, the "“Indenture Trustee"”). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, Pursuant to the Indenture, the Offered SecuritiesIssuer will pledge the Trust Estate (including the Conveyed Property and the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Noteholders to secure the Notes. Pursuant to a transaction management agreement, dated as of the Closing Date, by and between the Issuer and Sunnova TE Management, LLC, a Delaware limited liability company (“Sunnova Management”), Sunnova Management will provide certain administrative, collection and other management services to the Issuer and in respect of the Managing Members [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. and the interest, rights and obligations thereof. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Issuer, Depositor and Sunnova Energy are referred to herein as a “Sunnova NPA Party” and collectively, the Exchange Securities (“Sunnova NPA Parties”. The Sunnova NPA Parties, and together with Sunnova Management, Sunnova Sol Holdings, Sunnova Intermediate Holdings, each Managing Member and each Project Company are referred to herein as defined in the Notes Registration Rights Agreement)a “Sunnova Entity” and collectively, the Notes Registration Rights Agreement“Sunnova Entities”. The Securities Act of 1933, the Securityholders Agreement as amended, and the Anti- Dilution Agreement are sometimes rules and regulations promulgated thereunder, is herein referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger“Securities Act”. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings given to such terms set forth in the Offering Document (“Standard Definitions” attached as defined below). The Company hereby agrees with Annex A to the Initial Purchaser as follows:Indenture.

Introductory. CBRE Holding, Inc.Gulfport Energy Corporation, a Delaware corporation (the ------------ "“Company"”), proposesagrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several Purchasers U.S.$50,000,000 principal amount of its 7.750% Senior Notes due 2020 ("CSFBC" or “Notes”) to be issued under an indenture, dated as of October 17, 2012 (the "Initial Purchaser"“Indenture”), between the Company, the Guarantors (as defined herein) and Xxxxx Fargo Bank, National Association, as Trustee, as Additional Securities (as defined in the Indenture). The Notes will form a single series with, and, to the extent described in the Final Offering Circular, will be fungible with, the $65,000,000 250,000,000 aggregate principal amount of its 16the Company’s 7.750% Senior Notes Due 2011 due 2020 issued under the Indenture on October 17, 2012 (the "“Existing Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"”). The Notes are will be unconditionally guaranteed as to be issued pursuant to an indenture the payment of principal and interest by each subsidiary listed on Schedule D hereto (the "Indenture"“Guarantors” and such Guarantees, the “Guarantees”). Credit Suisse Securities (USA) LLC (“Credit Suisse”) has agreed to act as the representative of the Purchasers in connection with the offering and sale of the Notes. The holders of the Notes will be entitled to the benefits of a Registration Rights Agreement dated as of the Closing Date among the Company, the Guarantors and the Purchasers (as defined belowthe “Registration Rights Agreement”), between pursuant to which the Company and State Street Bank the Guarantors agree to file with the Securities and Trust Company Exchange Commission (the “Commission”) (a) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act of California, N.A.1933, as trustee amended (the "Trustee"“Securities Act”). As part , relating to another series of the transactions Company’s notes with terms substantially identical to the Notes, except for the restrictions on transfer and certain administrative terms (the "Transactions") as defined in the "Description of the “Exchange Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein”), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as to be offered in exchange for the surviving corporation in such merger Notes (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement"“Exchange Offer”) and (2b) CBRESI will enter into under certain circumstances, a credit agreement shelf registration statement (together with the related guaranties and security documents, “Shelf Registration Statement”) pursuant to Rule 415 of the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments Act relating to the Transactions (including, but not limited to, resale of the Merger Agreement Notes and the Credit Agreement) related Guarantees. The Notes and the Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents “Offered Securities” and the Transaction Agreements Exchange Notes and related Guarantees are sometimes herein collectively referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries “Exchange Securities.” Each of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Guarantors hereby agrees with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE Holding, Inc.Capital Bank Financial Holding Corp., a Delaware corporation (the ------------ "“Company"”), proposes, subject to agrees with the terms and conditions stated herein, several Underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount several Underwriters shares of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Companystock, par value $0.01 per share share, of the Company (the "Shares" “Securities”) and together the stockholders listed in Schedule A hereto (the “Selling Stockholders”) agree severally with the NotesUnderwriters to sell to the several Underwriters an aggregate of outstanding shares of the Securities (including shares of the Company’s Class B common stock, par value $0.01 per share, which shall automatically be converted into Securities upon receipt by the "Offered Underwriters) (such shares of Securities being hereinafter referred to as the “Firm Securities"”). The Notes Selling Stockholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than additional outstanding Securities (including shares of the Company’s Class B common stock, par value $0.01 per share, which shall automatically be converted into Securities upon receipt by the Underwriters) (the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are to be issued herein collectively called the “Offered Securities”. On the Closing Date, the Company will also effect (i) the merger of TIB Financial Corp., a Florida corporation (“TIB HoldCo”), with and into the Company with the Company as the surviving corporation (the “TIB Reorganization”), pursuant to an indenture Section 253 of the Delaware General Corporation Law and Section 607.1104 of the Florida Business Corporation Act as described in the Company’s Registration Statement on Form S-4 (File No. 333-176726) (the "Indenture"“TIB Registration Statement”), (ii) the merger of Capital Bank Corporation, a North Carolina corporation (“Capital Bank HoldCo”), with and into the Company with the Company as the surviving corporation (the “Capital Reorganization”), pursuant to be the Agreement and Plan of Merger, dated as of September 1, 2011 (the Closing Date (as defined below“Capital Merger Agreement”), between the Company and State Street Capital Bank and Trust Company of California, N.A., HoldCo as trustee described in the Company’s Registration Statement on Form S-4 (File No. 333-176725) (the "Trustee"). As part “Capital Registration Statement”) and (iii) the merger of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx ServicesGreen Bankshares, Inc., a Delaware Tennessee corporation ("CBRESI"“Green Bank HoldCo”), with CBRESI and into the Company with the Company as the surviving corporation in such merger (the "Merger"). Concurrently “Green Bank Reorganization” and, collectively with the consummation TIB Reorganization and the Capital Reorganization, the “Reorganizations”), pursuant to Section 253 of the Merger, Delaware General Corporation Law and Section 00-00-000 of the Tennessee Business Corporation Act as described in the Company’s Registration Statement on Form S-4 (1File No. 333-176796) the Company will execute a Notes Registration Rights Agreement (the "Notes “Green Bank Registration Rights Agreement")Statement” and, a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together collectively with the related guaranties TIB Registration Statement and security documentsthe Capital Registration Statement, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes “S-4 Registration Rights AgreementStatements”), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE HoldingXxx Xxxxxxxxxxx Corp., a Delaware corporation (the "COMPANY"), which will be merged with and into AmeriPath, Inc., a Delaware corporation ("AMERIPATH"), upon closing of the ------------ "Company"Merger (as defined below), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or the "Initial PurchaserPURCHASERS") $65,000,000 aggregate 275,000,000 principal amount of its 1610 1/2% Senior Subordinated Notes Due 2011 due 2013 (the "NotesOFFERED SECURITIES") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to under an indenture (the "Indenture") to be dated as of March 27, 2003 (the Closing Date "INDENTURE"), among the Company, the Guarantors (as defined in paragraph 2(c) below), between the Company ) and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "MergerSECURITIES ACT"). Concurrently with the consummation purchase and sale of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities Company will be merged with and into AmeriPath (as defined the "MERGER") pursuant to and on the terms and conditions contained in the Notes Registration Rights AgreementAgreement and Plan of Merger dated as of December 8, 2002 (the "MERGER AGREEMENT"), among the Notes Registration Rights AgreementCompany, Xxx Holding Company ("PARENT") and AmeriPath. Following the Securityholders Agreement and closing of the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingMerger, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References references in this Agreement to the subsidiaries of Company will mean AmeriPath, as the Company shall include all direct and indirect subsidiaries of the Company after the consummation of surviving company in the Merger. Capitalized terms used but not defined herein shall have In connection therewith, the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser several Purchasers as follows:: The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement among the Company, the Guarantors and the Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company agrees to file a registration statement with the Securities Exchange Commission (the "COMMISSION") registering the resale of the Offered Securities under the Securities Act.

Introductory. CBRE HoldingBanc One ABS Corporation, Inc., a Delaware an Ohio corporation (the ------------ "CompanyDepositor")) and a wholly-owned limited purpose finance subsidiary of Banc One ABS Corporation, proposes, subject proposes to cause Banc One HELOC Trust 199[_-_] (the terms and conditions stated herein, "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate ___________ principal amount of its 16% Senior Notes Due 2011 HELOC Asset-Backed Certificates (the "NotesCertificates") to the several underwriters named in Schedule I attached hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The assets of the Trust include, among other things, a pool of [adjustable] rate home equity revolving credit line loans made or to be made in the future (the "Mortgage Loans"), under certain home equity revolving credit line loan agreements (the "Credit Line Agreements") and 339,820 shares secured by either first or second deeds of Class A common stock trust or mortgages on one- to four-family residential properties (the "Common StockMortgaged Properties") ); the collections in respect of the CompanyMortgage Loans due after _____________, par value $0.01 per share 1998 (the "Shares" Cut-off Date") [(exclusive of payments in respect of accrued interest due on or prior to the Cut-off Date)]; property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure[; and together with the Notes, an irrevocable and unconditional certificate guaranty insurance policy (the "Offered SecuritiesPolicy"). The Notes are ) to be issued pursuant to an indenture by [_____________] (the "IndentureInsurer") )]. The Trust will be formed, and the Certificates will be issued, pursuant to a Pooling and Servicing Agreement to be dated as of [_____ __], 199[_] (the Closing Date (as defined below)"Pooling and Servicing Agreement") among the Depositor, between the Company and State Street Bank and Trust Company of CaliforniaOne, N.A., a national banking association, as servicer (the "Servicer") and [_____________], a [_____________] as trustee (the "Trustee"). As part The Mortgage Loans and certain other assets of the transactions Trust Fund will be sold by each of [_____________],[_____________] and [_____________] (the each, a "Transactions") as defined in the "Description of the NotesSeller" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:the

Introductory. CBRE HoldingCelanese US Holdings LLC, Inc.a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, a Delaware corporation (the ------------ "Company"“Parent Guarantor”), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation Deutsche Bank AG, London Branch ("CSFBC" or “Deutsche Bank”) and the "Initial Purchaser") $65,000,000 other several Underwriters named in Schedule A hereto (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of €500 million aggregate principal amount of its 16the Company’s 2.125% Senior Notes Due 2011 due 2027 (the "“Notes") and 339,820 shares ”). Deutsche Bank has agreed to act as the representative of Class A common stock the several Underwriters (the "Common Stock"“Representative”) in connection with the offering and sale of the Company, par value $0.01 per share Securities (the "Shares" and together with the Notes, the "Offered Securities"as defined below). The Notes are to Securities will be issued pursuant to an indenture indenture, dated as of May 6, 2011 (the "“Base Indenture"”), among the Company, the Guarantors (as defined below) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture, to be dated as of the Closing Date (as defined belowin Section 2 hereof) (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between to the Company and State Street Base Indenture, among the Company, the Guarantors, the Trustee, Deutsche Bank and Trust Company of California, N.A.Americas, as trustee registrar and transfer agent (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"“Transfer Agent”), and an Anti-Dilution Agreement Deutsche Bank Trust Company Americas, as paying agent (the "Anti-Dilution Agreement"“Paying Agent”). Notes will be issued only in registered form and deposited in global form with a common depository (the “Common Depository”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (2) CBRESI will enter into a credit agreement (together with “Clearstream”). Subject to the related guaranties terms and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, conditions of the Indenture, the Offered Securitiespayment of principal of, the Exchange Securities (as defined in premium, if any, and interest on the Notes Registration Rights Agreement)will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Notes Registration Rights Agreement, the Securityholders Agreement Parent Guarantor and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreementii) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of that are listed on Schedule B hereof as “Guarantors” (collectively, the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below“Guarantors”). The Company hereby agrees with Notes and the Initial Purchaser Guarantees are herein collectively referred to as follows:the “Securities.”

Introductory. CBRE HoldingChase Manhattan Bank USA, Inc.National Association, a Delaware corporation national banking association (the ------------ "CompanyBank"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 form Chase Manhattan Auto Grantor Trust 200_-_ (the "NotesTrust") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), a Pooling and Servicing Agreement between the Company and State Street Bank and Trust Company of California, N.A.Bank, as trustee Seller and Servicer, _____________________, as Trustee (the "Trustee"). As part of the transactions ) and Collateral Agent (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESICollateral Agent"), with CBRESI dated as the surviving corporation in such merger of __________ __, 200_ (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Pooling and Servicing Agreement"), a Securityholders' Agreement which will issue its $_____________ ____% Automobile Loan Pass-Through Certificates, Class A Certificates (the "Securityholders AgreementClass A Certificates")) and $_____________ ____% Automobile Loan Pass-Through Certificates, and an Anti-Dilution Agreement Class B Certificates (the "Anti-Dilution AgreementClass B Certificates" and, together with the Class A Certificates, the "Certificates"). Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (2as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cutoff Date") CBRESI will enter into a credit agreement (together with the related guaranties and security documentswas $________________. In addition, the Seller will establish a reserve account (the "Credit AgreementReserve Account") among itselfwith an initial deposit of cash or certain investments having an aggregate value of $__________, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating which Reserve Account will be pledged to the Transactions (including, but not limited to, Collateral Agent for the Merger Agreement and benefit of the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement Certificateholders pursuant to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerAgreement. Capitalized terms used but herein and not otherwise herein defined herein shall have the meanings given assigned to such terms in the Offering Document Pooling and Servicing Agreement. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom ______________________ is acting as defined belowrepresentative (the "Representative"). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE Holding, Inc., a The Company was recently incorporated under the laws of the State of Delaware corporation (for the ------------ "Company"), proposes, subject to purpose of being the terms and conditions stated herein, successor of PBI. The Company is authorized to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 85,000,000 shares of Class A capital stock, of which 75,000,000 shares are common stock having a par value of one cent ($.01) per share (the "Common Stock") ). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Company, par value $0.01 per share MHC (the "Shares" and together with the Notes, the "Offered SecuritiesConversion"). The Notes Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the "OTS") (such laws and the regulations of the OTS are referred to herein as the "Conversion Regulations"). The Company, PBI, the MHC and the Bank are sometimes referred to herein as the "Provident Parties." The Conversion is to be issued conducted in accordance with a Plan of Conversion and Reorganization (the "Plan") adopted by the Board of Directors of the MHC and the Board of Directors of PBI on July 1, 2003. The Plan provides that the Conversion will be effected as follows: the Bank will establish the Company as a Delaware stock holding company subsidiary; the Company will charter an interim federal savings bank as a wholly-owned subsidiary ("Interim Bank"); PBI will convert to an interim stock savings bank and will thereafter merge with and into the Bank, with the Bank as the surviving entity; the MHC will contemporaneously convert to an interim stock savings bank and merge with and into the Bank; the Interim Bank will then merge with and into the Bank with the Bank as the surviving entity. In connection with the foregoing transactions, each stockholder of PBI immediately prior to the Conversion, other than the MHC ("Public Stockholders"), will receive shares of the Company's Common Stock pursuant to an indenture exchange ratio described in the Plan. Pursuant to the Plan and in connection with the Conversion, the Company will offer the Conversion Stock for sale in the Offering, as defined below. Simultaneous with or immediately after the consummation of the Conversion and the Offering, as defined below, the Company will acquire E.N.B. Holding Company, Inc., a New York corporation ("E.N.B."), pursuant to the terms of an Agreement and Plan of Reorganization dated as of July 1, 2003 (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "TrusteeMerger Agreement"). As part E.N.B. is the holding company of the transactions Ellenville National Bank, a national association headquartered in Ellenville, New York (the "TransactionsEllenville") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. . E.N.B. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), the Company and Ellenville will merge with CBRESI as and into the surviving corporation in such merger Bank pursuant to the Merger Agreement (the "Merger"). Concurrently The Merger will be accomplished in accordance with the laws of the State of New York, State of Delaware and the United States and applicable regulations of the OTS (such laws and the regulations collectively, the "Merger Regulations", and together with the Conversion Regulations, the "Reorganization Regulations"). Pursuant to the terms of the Merger Agreement, upon consummation of the MergerMerger each outstanding share of common stock, par value one cent ($.01) per share, of E.N.B. ("E.N.B. Common Stock"), will convert into the right to receive the Merger consideration of $4,830 per share of the E.N.B. Common Stock in the form of (i) cash, (1ii) Common Stock of the Company will execute Company, or (iii) a Notes Registration Rights combination of cash and Common Stock. The Merger Agreement further provides that the aggregate Merger consideration shall be 50% cash and 50% Common Stock of the Company. The Merger is expected to close simultaneously with or immediately after consummation of the Conversion. The Conversion and the Merger are separate, distinct transactions. The Conversion, the Offering and the Merger are sometimes collectively referred to herein as the "Reorganization." The Company, PBI, the MHC, the Bank, E.N.B. and Ellenville are sometimes hereinafter collectively referred to as the "Constituent Institutions." The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the "Notes Registration Rights AgreementPurchase Price") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the "Offering"). The aggregate number of Shares to be issued in the Offering will be between 11,475,000 and 17,853,750 and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank's Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, a Securityholders' Agreement 2002); (ii) PBI's tax-qualified employee stock benefit plans, including PBI's Employee Stock Ownership Plan (the "Securityholders AgreementESOP") and 401(k) Plan ("401(k) Plan") (for a total of up to 10% of the Shares issued in the Offering); (iii) the Bank's Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of September 30, 2003); and (iv) depositors with accounts at the Bank as of __________, and to borrowers of the Bank as of January 7, 1999 whose borrowings remained outstanding as of ______________ (collectively, the "Subscription Offering"). Shares of Common Stock not purchased in the Subscription Offering may be offered to PBI public stockholders, depositors of Ellenville and an Anti-Dilution Agreement the general public in a community offering that is expected to be conducted during the Subscription Offering (the "Anti-Dilution AgreementCommunity Offering") ). In the Community Offering, preference will be given to Rockland and (2) CBRESI will enter into a credit agreement (together with Orange Counties PBI public stockholders as of ___________, 2002 and to natural persons who reside in the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branchcounties of Rockland and Orange. It is acknowledged that the Company reserves the right, as administrative agentin its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Syndicated Community Offering Document (as defined below). The If the Company hereby agrees does not receive orders for at least 11,475,000 shares in the Subscription and Community Offerings, then, in the Company's discretion in order to issue the minimum number of shares necessary to complete the Offering, up to 3,677,320 of the unsubscribed Shares may be applied to the acquisition by Merger of E.N.B., and any such Shares ("E.N.B. Shares") so applied will be deemed issued in the Community Offering. Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering or applied as E.N.B. Shares may be sold through a syndicated community offering managed by Selling Agent (the "Syndicated Community Offering"). Except for the ESOP and 401(k) Plan, generally no person may purchase in the Offering more than 40,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Initial Purchaser as follows:Offering combined is 80,000; provided that the Company may, subject to OTS approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations.

Introductory. CBRE HoldingThe Company is being organized for the purpose of becoming the federally chartered mid-tier stock holding company of the Bank. The Company is authorized to issue 20,000,000 shares of capital stock, Inc., of which 19,000,000 shares are common stock having a Delaware corporation par value of one cent ($.01) per share (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "“Common Stock") ”). The Offering, as defined below, is being conducted in connection with the Bank’s conversion from mutual to stock form and reorganization into a federal mutual holding company structure as a wholly owned subsidiary of the Company, par value $0.01 per share which in turn will be a majority-owned subsidiary of the MHC (the "Shares" and together with the Notes, the "Offered Securities"“Reorganization”). The Notes Reorganization is being conducted in accordance with the laws of the State of Indiana and the applicable regulations of the Indiana Department of Financial Institutions (“IDFI”), and the laws of the United States and the applicable regulations of the Office of Thrift Supervision (“OTS”) and the Federal Deposit Insurance Corporation (“FDIC”) (such laws and regulations are sometimes collectively referred to herein as the “Reorganization Regulations”). The Reorganization is to be issued pursuant conducted in accordance with the Plan of Reorganization from Mutual Savings Bank to an indenture a Mutual Holding Company and Stock Issuance Plan, adopted by the Board of Directors of the Bank on March 8, 2007, and amended on , 2007 (the "Indenture"“Plan”). All capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan. The Plan provides that the Reorganization will be effected as follows: (i) the Bank will organize a federally chartered interim stock savings bank as a wholly-owned subsidiary (“Interim One”); (ii) Interim One will also organize a federally chartered interim stock savings bank as a wholly-owned subsidiary (“Interim Two”); (iii) Interim One will organize the Company as a wholly-owned subsidiary; (iv) the Bank will exchange its charter for an Indiana stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to be dated as of become the Closing Date MHC; (as defined belowv) simultaneously with step (iv), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. Interim Two will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), the Bank in stock form with CBRESI the Bank in stock form as the surviving corporation in such merger resulting institution; (the "Merger"). Concurrently with the consummation vi) all of the Merger, initially issued stock of the Bank will be transferred to the MHC in exchange for membership interests in the MHC; and (1vii) the Company MHC will execute a Notes Registration Rights Agreement (contribute the "Notes Registration Rights Agreement"), a Securityholders' Agreement (capital stock of the "Securityholders Agreement"), and an Anti-Dilution Agreement (Bank to the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agentCompany, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries Bank will become a wholly-owned subsidiary of the Company shall include all direct and indirect subsidiaries of the Company Company. Simultaneously with or immediately after the consummation of the Reorganization and the Offering, the Company will acquire City Savings Financial Corporation, an Indiana corporation headquartered in Michigan City, Indiana (“CSF”), pursuant to the terms of the Agreement and Plan of Merger dated as of March 8, 2007 (the “Merger Agreement”). CSF is the holding company for City Savings Bank, an Indiana chartered savings association (“CSB”). CSF will merge with and into the Company and CSB will merge with and into the Bank pursuant to the Merger Agreement (the “Merger”). Capitalized The Merger will be accomplished in accordance with the laws of the United States and applicable regulations of the OTS and the FDIC, and the laws of the State of Indiana and applicable regulations of the IDFI (such laws and regulations are sometimes collectively referred to herein as the “Merger Regulations,” and together with the Reorganization Regulations, the “Transactions Regulations”). Pursuant to the terms used but not of the Merger Agreement, upon consummation of the Merger each outstanding share of common stock, without par value, of CSF (“CSF Common Stock”), will convert into the right to receive the Merger consideration of $34.00 in cash or 3.4 shares of Company Bancorp common stock, or a combination thereof, subject to the election and proration procedures set forth in the Merger Agreement. The Common Stock to be issued in exchange for CSF Common Stock is referred to herein as the “Merger Shares.” The Merger Agreement further provides that the aggregate Merger consideration shall be 50% cash and 50% Common Stock of the Company. The Merger is expected to close simultaneously with or immediately after consummation of the Reorganization. The Reorganizations and the Merger are separate, distinct transactions. The Reorganization, the Offering and the Merger are sometimes collectively referred to herein as the “Transactions.” The Company, the MHC, the Bank, CSF and CSB are sometimes hereinafter collectively referred to as the “Constituent Institutions.” The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein shall have as the meanings given “Offering”). The aggregate number of Shares to such terms be issued in the Offering Document will be between 1,300,500 shares and 1,759,500 shares (subject to an increase to 2,023,425 shares) and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. Under certain circumstances, however, the Company may include up to 195,075 shares issued in connection with the Merger in order to meet the 1,300,500 share minimum requirement. The Shares will be offered in the Subscription Offering in descending order of priority to (i) Eligible Account Holders; (ii) tax-qualified employee plans of the Bank and the Company, including any Employee Stock Ownership Plan (the “ESOP”) and 401(k) Plan (“401(k) Plan”); (iii) Supplemental Eligible Account Holders; and (iv) Other Depositors. The Company may offer Reorganization Shares, if any, remaining after the Subscription Offering, in the Community Offering with a preference to natural persons residing in XxXxxxx County, Indiana, and then to the general public. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering. If the Company does not receive orders for at least 1,300,500 shares in the Subscription and Community Offerings, then, in the Company’s discretion in order to issue the minimum number of shares necessary to complete the Offering, up to 195,075 of the unsubscribed Shares may be issued as defined belowmerger consideration to CSF stockholders, and any such Shares (“CSF Shares”) so applied will be deemed issued in the Community Offering. Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering or applied as CSF Shares may be sold through a Syndicated Community Offering managed by Selling Agent. Except for the ESOP and 401(k) Plan, generally no person may purchase in the Offering more than 100,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined is 300,000 Shares; provided that the Company may, subject to regulatory approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. Upon completion of the Offering, pursuant to the Plan, up to 49.9% of the outstanding shares of Common Stock will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. In addition, pursuant to terms of the Plan as described in the Prospectus, the Company will issue up to 3,415,500 shares (subject to increase to 3,927,825 shares) to the MHC (the “MHC Shares”). The Company hereby agrees following applications have been filed in connection with the Initial Purchaser Reorganization: (i) a Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) has been filed with the OTS; (ii) an Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus, has been filed with the OTS (the Form MHC-1 and the Form MHC-2, as follows:amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereafter collectively referred to as the “MHC Notice”); (iii) a Notice of Intent to Convert to Stock Form (“FDIC Notice”) has been filed with the FDIC; (iv) an Interagency Bank Merger Act Application (the “Reorganization BMA Application”) has been filed with the FDIC; (v) an Application to Convert (“IDFI Conversion Application”) has been filed with the IDFI; (vi) an Application on Form H-(e)1 (the “H-(e)1 Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations promulgated thereunder, has been filed with the OTS as part of a combined application H-(e)1 and H-(e)3; and all amendments to the foregoing applications required to the date hereof have also been filed. The MHC Notice, the FDIC Notice, the Reorganization BMA Application, the IDFI Conversion Application and the H-(e)1 Application are sometimes referred to collectively herein as the “Reorganization Applications.” The following applications have been filed in connection with the Merger: (i) a letter application (the “IDFI Merger Application”) has been filed with the IDFI; (ii) an Interagency Bank Merger Act Application (the “Merger BMA Application”) has been filed with the OTS as part of a combined application H-(e)1 and H-(e)3; and all amendments to the foregoing applications required to the date hereof have also been filed. The IDFI Merger Application, the Merger BMA Application and the H-(e)3 Application are collectively referred to as the “Merger Applications.” The Merger Applications and the Reorganization Applications are collectively referred to as the “Transactions Applications.”

Introductory. CBRE Holding, Toys "R" Us Inc., a Delaware corporation (the ------------ "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell 7,000,000 of the Company's Equity Security Units (the "Firm Units") to the several underwriters named in Schedule A hereto (the "Underwriters"), for whom Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 and Salomon Smith Barney Inc. ("SSB") are acting as Representatives (the "NotesXxxxxxxxxxxxxex"). Xn addition, the Company proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 1,050,000 Units (the "Option Units") on the terms set forth in Section 3. The Firm Units and 339,820 the Option Units, if purchased, are hereinafter collectively called the "Units." Each Unit initially will consist of (a) a stock purchase contract (the "Purchase Contract") under which the holder will agree to purchase from the Company and the Company will agree to sell to the holder, on August 16, 2005 (the "Purchase Contract Date"), for $50, a number of shares (the "Shares") of Class A common stock stock, $0.10 par value per share, of the Company (the "Common Stock") equal to the settlement rate then in effect pursuant to, and subject to adjustment as set forth in the Purchase Contract Agreement (as defined below) and (b) a Senior Note due 2007 of the Company, par value $0.01 per share Company (the "Shares" and together Senior Note"), having a principal amount of $50. In accordance with the NotesPurchase Contract Agreement, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of May [ ], 2002 (the Closing Date (as defined below"Purchase Contract Agreement"), between the Company and State Street The Bank and Trust Company of California, N.A.New York, as trustee purchase contract agent (the "Purchase Contract Agent"), the Senior Note or Treasury security, as the case may be, constituting a part of the Unit will be pledged by the Purchase Contract Agent, on behalf of the holders of each Unit, to JP Morgan Chase Bank, as collateral agent (the "Collateral Agent"), anx xx xxx custodial agent (the "Custodial Agent") pursuant to the Pledge Agreement, to be dated as of May [ ], 2002 (the "Pledge Agreement"), among the Company, the Purchase Contract Agent, the Collateral Agent, and JP Morgan Chase Bank, as securities intermediary, to secure the holderx' xxxxxxtxxxx to purchase Common Stock under the Purchase Contracts. The rights and obligations of a holder of Units in respect of the Senior Note, subject to the pledge thereof, and Purchase Contracts will be evidenced by security certificates (the "Security Certificates") to be issued pursuant to the Purchase Contract Agreement. The Senior Notes are to be issued under an Indenture, the "Base Indenture," to be dated as of May [ ], 2002 between the Company and The Bank of New York, as Trustee (the "Trustee"). As part ) as supplemented by the First Supplemental Indenture, to be dated as of May [ ], 2002 between the transactions Company and the Trustee (the "Transactions") as defined in Supplemental Indenture" and, together with the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein)Base Indenture, XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "MergerIndenture"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Introductory. CBRE HoldingSensus Metering Systems, Inc., a Delaware corporation (the ------------ "Company"“Issuer”), which is a wholly owned subsidiary of Sensus Metering Systems (Bermuda 2) Ltd., a company organized under the laws of Bermuda (“Holdings”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto ("CSFBC" or the "Initial Purchaser"“Purchasers”) $65,000,000 275,000,000 aggregate principal amount of its 1685/8% Senior Subordinated Notes Due 2011 2013 (the "“Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"”). The Notes Offered Securities are to be issued pursuant to an indenture (the "“Indenture"”) to be dated as of December 17, 2003, among the Closing Date (as defined below)Issuer, between the Company Holdings and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "“Trustee"”). As part of the transactions acquisition (the "Transactions"“Acquisition”) as defined in the "Description of the Notes" and as described under the heading "“The Transactions" Acquisition” in the Offering Document (as defined herein), XXXX XX Corp. will merge the Issuer, pursuant to a stock purchase agreement with Invensys plc and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation certain of its affiliates ("CBRESI"the “Stock Purchase Agreement”), with CBRESI as will acquire the surviving corporation metering systems business of Invensys plc described in such merger the Offering Document. Immediately prior to the consummation of the Acquisition, certain affiliated funds of The Resolute Fund, L.P. that are managed by The Jordan Company, L.P., and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships, will indirectly make a cash contribution of not less than $195,000,000 to Holdings (the "Merger"“Equity Contribution”). Concurrently with the consummation of the MergerAcquisition, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI Issuer will enter into a credit agreement (together with the related guaranties and security documents, the "“Credit Agreement"”) among itself, the guarantors named therein, Credit Suisse First Boston, New York branchCSFB, as administrative agent, and the lenders named therein. The Notes will be unconditionally guaranteed (the “Guarantees”) on a senior subordinated basis by Holdings, and immediately upon the consummation of the Acquisition, by each of the Issuer’s domestic subsidiaries set forth on Schedule B (the “Subsidiary Guarantors” and together with Holdings, the “Guarantors”); provided, however, that for purposes of the representations and warranties set forth in Section 2 insofar as they relate to the Subsidiary Guarantors prior to the execution of the counterparts of this Agreement in the form attached as Exhibit A pursuant to Section 6(n), it is agreed and understood that the Issuer and the Guarantors are making such representations and warranties to the best of their knowledge; provided further, however, that for purposes of the certificate to be delivered on the Closing Date pursuant to Section 6(g), all such representations and warranties including the representations and warranties relating to the Subsidiary Guarantors shall be true and correct without giving effect to the knowledge qualifier in the immediately preceding proviso. The Guarantees and the Notes are collectively referred to as the “Offered Securities”. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement, to be dated the Closing Date (as defined herein), among the Issuer, the Guarantors and the Purchasers (the “Registration Rights Agreement”) pursuant to which the Issuer agrees to file a registration statement with the Securities and Exchange Commission (the “Commission”) registering the resale of the Offered Securities under the Securities Act. This AgreementAgreement (including the counterparts to be executed concurrently with the consummation of the Acquisition), the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), ) and the Notes Registration Rights Agreement, Agreement (including the Securityholders counterparts to be executed concurrently with the consummation of the Acquisition) are sometimes referred to in this Agreement collectively as the “Operative Documents”. The Stock Purchase Agreement and the Anti- Dilution Credit Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "“Transaction Agreements"”. The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "“Transaction Documents"”. References in this Agreement to the subsidiaries of the Company Holdings shall include all direct and indirect subsidiaries of the Company Holdings after the consummation of the MergerAcquisition. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company Issuer and the Guarantors hereby agrees agree with the Initial Purchaser several Purchasers as follows:

Introductory. CBRE HoldingRed Mountain Resources, Inc., a Delaware Florida corporation (the ------------ "“Company"”), proposes, subject to the terms and conditions stated hereinof this Underwriting Agreement (this “Agreement”), to issue and sell to Credit Suisse First Boston Corporation the public through the Underwriters named in Schedule A hereto ("CSFBC" or the "Initial Purchaser"“Underwriters”) and to certain noteholders in cancellation of up to $65,000,000 4.8 million of indebtedness, on a best efforts basis, up to 750,000 units (the “Units”), consisting of up to an aggregate principal amount of (i) 750,000 shares of its 1610% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class Series A common stock (the "Common Cumulative Redeemable Preferred Stock") of the Company, par value $0.01 0.0001 per share (the "“Shares" ”), and together with (ii) 750,000 warrants to purchase up to 18,750,000 shares of common stock of the Notes, Company (the "Offered Securities"“Warrants”). The Notes Units will not be issued. Rather, the Shares and Warrants will immediately separate and will be issued separately. The Units, Shares and Warrants are collectively referred to as the “Securities.” The Warrants will be issued pursuant to an indenture the terms of a Warrant Agreement (the "Indenture"“Warrant Agreement”) to be dated entered into by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as warrant agent. Global Hunter Securities, LLC (“Global Hunter”) has agreed to act as representative of the Closing Date several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-186076), which contains a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 24, 2013 describing the Securities and the offering thereof, together with the Base Prospectus, is called the “Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering of the Units and is used prior to the filing of the Prospectus (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), XXXX XX Corp. will merge with and into CB Xxxxxxx Xxxxx Services, Inc., a Delaware corporation ("CBRESI"), with CBRESI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsBase Prospectus, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". is called a “preliminary prospectus.” The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries offering of the Company shall include all direct Units will be effected through the use of a prospectus supplement dated July 22, 2013 (the “July 22 Prospectus Supplement”) and indirect subsidiaries of a prospectus supplement dated August 22, 2013 (the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below“August 22 Prospectus Supplement”). The Company hereby agrees with the Initial Purchaser as follows:.