Common use of Purchase of the Offered Certificates by the Underwriters Clause in Contracts

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] at [TIME], New York City time, on [DATE], or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date." (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative Underwriters is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three (3) business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l4(m) of this Agreement, of the Form ABS-15G for the Accountant's Accountants' Due Diligence Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] at [TIME], New York City time, on [DATE], or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date." (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative Underwriters against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative Underwriters not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]March 16, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]November 28, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]September 21, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, New York 10000 xx 00:00 X.X., New York City time, on [DATE]March 7, 2007, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] May 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 A.M., New York City time, on [DATE]May 21, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] May 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]May 23, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2023 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLPLLP at 000 Xxxxxxx Xxxxxx, [ADDRESS] Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]December 21, 2023, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2020 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Txxx LLP at 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx LLP, [ADDRESS] 00000 at [TIME]10:00 a.m., New York City time, on [DATE]October 30, 2020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesagrees to purchase from the Depositor, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I heretoI, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] ______________, 200__ to the Closing Date (as defined below)date of payment and delivery. The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx [Sidley Austin Brown & Xxxx Wood LLP, [ADDRESS] at [TIME]One World Trade Center, New York, New York City time10000] xx 00:00 X.X., on [DATE]New Xxxx Xxxx xxxx, or at such xx _____________, 000__, xx xx xuch other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2019 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]November 26, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2018 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10281 at [TIME]10:00 a.m., New York City time, on [DATE]December 27, 2018, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]June 25, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2019 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Sidley Austin LLP, [ADDRESS] 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]November 21, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2017 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Sidley Austin LLP, [ADDRESS] at [TIME]000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on [DATE]October 31, 2017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]227 West Trade Street, Suite 2400, Charlotte, Noxxx Xxxxxxna 00002, New York City timeXxxx Xxxx xxxx, on [DATE]xx Xxxx 0, or at such other time on the same or such other 0000, xx xx xxxx xxxxx xxxx xx xxx xxxx xx xxxx xxxxx date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]July 17, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof (other than the Class A-3FL Certificates) at the applicable Pass-Through Rate from [DATE] September 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York New York 10000 xx 00:00 X.X., New York City time, on [DATE]September 28, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2012 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]October 18, 2012, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]June 20, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the time and date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Accountants’ Due Diligence Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Sidley Austin LLP, [ADDRESS] at [TIME], New York City time, on [DATE], or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes certificates representing the Offered Certificates (collectively, the "“Global Note"Certificate”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note Certificate will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]October 22, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2018 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10281 at [TIME]10:00 a.m., New York City time, on [DATE]February 27, 2018, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, at [TIME]10 a.m., New York City time, on [DATE]June 23, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]November 22, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] One World Financial Center, New York, New York 10201 at [TIME]10:00 A.M., New York City time, on [DATE]October 29, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2021 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLPLLP at 000 Xxxxxxx Xxxxxx, [ADDRESS] Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]March 24, 2021, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2017 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]March 31, 2017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] May 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]May 14, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10201 at [TIME]10:00 A.M., New York City time, on [DATE]August 19, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]September 30, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [Prospectus, including the Supplement,] , with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]December 29, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]December 29, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]227 West Trade Street, Suite 2400, Charlotte, Noxxx Xxxxxxna 00002, New York City timeXxxx Xxxx xxxx, on [DATE]xx Xxxxx 00, or at such other time on the same or such other 0000, xx xx xxxx xxxxx xxxx xx xxx xxxx xx xxxx xxxer date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]August 22, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof (other than the Class A-3FL Certificates) at the applicable Pass-Through Rate from [DATE] June 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York New York 10000 xx 00:00 X.X., New York City time, on [DATE]June 29, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]September 30, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]July 28, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2020 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Sidley Austin LLP, [ADDRESS] 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]March 24, 2020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] October 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]October 29, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]September 28, 2007, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 A.M., New York City time, on [DATE]November 21, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]November 30, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2020 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]June 30, 2020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]June 14, 2007, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2020 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]February 28, 2020, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] One World Finxxxxxx Xxxter, Xxw York, New York 10281 at [TIME]10:00 A.M., New York City time, on [DATE]December 20, 2007, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2021 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLPLLP at 000 Xxxxxxx Xxxxxx, [ADDRESS] Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]August 19, 2021, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2012 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]December 21, 2012, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2018 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of CadwaladerXxxxxxxxxx, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] at [TIME]000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York City time, on [DATE]June 15, 2018, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2011 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]September 29, 2011, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] at [TIME], New York City time, on [DATE], or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2012 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, North Carolina at [TIME]10:00 A.M., New York City time, on [DATE]June 29, 2012, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] April 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]April 23, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]March 14, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three (3) business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]December 22, 2016, or at such other time on the same or such other date, not later than the fifth (5th) business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10201 at [TIME]10:00 A.M., New York City time, on [DATE]February 28, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]July 22, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2019 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10281 at [TIME]10:00 a.m., New York City time, on [DATE]June 17, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] May 1, 2008 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York, Xxx Xxxx 10000 xx 00:00 X.X., New York City time, on [DATE]May 8, 2008, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]February 25, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I heretoI, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] ______________, 200__ to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS_____________________________] at [TIME]10:00 A.M., New York City time, on [DATE]_____________, 200__, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof (other than the Class A-3FL Certificates) at the applicable Pass-Through Rate from [DATE] March 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]One World Financial Center, New York New York 10000 xx 00:00 X.X., New York City time, on [DATE]March 30, 2006, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2019 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]June 27, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount or notional amount, as the case may be, of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I heretoI, plus plus, if applicable, accrued interest on the actual principal amount or notional amount thereof at the applicable Pass-Through Rate from [DATE] September 1, 2004 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative Lead Underwriters is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severallyXxxxxxx Xxxxx, but not jointly) Xxxxxx, Xxxxxx & Xxxxx Incorporated represents and covenants warrants to the Depositor that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing authority to act as Representative of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after Underwriters and to bind the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]Underwriters hereto. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Xxxxxx Xxxxxx Xxxxx & Xxxx LLP, [ADDRESS] 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at [TIME]10:00 A.M., New York City time, on [DATE]September 29, 2004, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative Lead Underwriters and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing DateCLOSING DATE"." (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative Lead Underwriters against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global NoteGLOBAL Notes"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note Notes will be made available for inspection by the Representative Lead Underwriters not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2014 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]November 24, 2014, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]March 15, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2006 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]227 West Trade Street, Suite 2400, Charlotte, Noxxx Xxxxxxna 00002, New York City timeXxxx Xxxx xxxx, on [DATE]xx Xxxxxxxx 00, or at such other time on the same or such 0000, xx xx xxxx xxxxx xxxx xx xxx xxxx xx xxxx other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] April 1, 2012 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wxxxxxxxxx & Xxxx Txxx LLP, [ADDRESS] 200 Xxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxx Xxxxxxxx at [TIME]10:00 A.M., New York City time, on [DATE]April 26, 2012, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2017 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx Sidley Austin LLP, [ADDRESS] 000 0xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]June 16, 2017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2019 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]February 28, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2016 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Initial Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]July 29, 2016, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount or notional amount, as the case may be, of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I heretoI, plus plus, if applicable, accrued interest on the actual principal amount or notional amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2005 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative Lead Underwriters is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severallyMerrill Lynch, but not jointly) Pierce, Fenner & Smith Incorporated represents and covenants that wxxxxxxx xx xxx Xxxxxxtox xxxx it has not, and will not, enter into any contract for xxx the sale of any Offered Certificates (i) less than three business days after the filing authority to act as Representative of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after Underwriters and to bind the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]Underwriters hereto. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Sidley Austin Brown & Xxxx Wood LLP, [ADDRESS] at [TIME]787 Seventh Avenue, New York City timeYork, on [DATE]New Yxxx 00000, or at such other xx 00:00 A.X., New Yoxx Xxxx xxxx, xx Xxxx 00, 0000, xx xx xxxx xther time on the same or such other date, not later than the fifth business day thereafter, as the Representative Lead Underwriters and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative Lead Underwriters against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global NoteNotes"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note Notes will be made available for inspection by the Representative Lead Underwriters not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I heretoI, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] November 1, 2003 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative Lead Underwriters is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of CadwaladerXxxxx & XxXxxxxx, Xxxxxxxxxx & 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx LLP00000, [ADDRESS] at [TIME]10:00 A.M., New York City time, on [DATE]November 20, 2003, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative Lead Underwriters and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing DateCLOSING DATE"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative Lead Underwriters against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global NoteGLOBAL NOTE"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative Lead Underwriters not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] June 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]June 30, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2015 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]August 28, 2015, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] December 1, 2013 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] One World Financial Center, New York, New York 10201 at [TIME]10:00 A.M., New York City time, on [DATE]December 30, 2013, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date”." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] July 1, 2017 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] Xxx Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]July 31, 2017, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2018 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of CadwaladerXxxxxx Xxxxxx LLP at 000 0xx Xxxxxx, Xxxxxxxxxx & Xxx Xxxx, Xxx Xxxx LLP, [ADDRESS] 00000 at [TIME]10:00 a.m., New York City time, on [DATE]August 21, 2018, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof (other than the Class A-2FL Certificates) at the applicable Pass-Through Rate from [DATE________], 20[__] to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of [Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]1 World Financial Center, New York, New York City time10000 xx 00:00 X.X., on New Xxxx Xxxx xxxx, xx [DATE________], or at such 00[__], xx xx xxxx other time on the same or such other date, not later than the fifth [fifth] business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] March 1, 2017 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three (3) business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five (5) business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's ’s Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLP, [ADDRESS] 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]March 29, 2017, or at such other time on the same or such other date, not later than the fifth (5th) business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal amount of each class of the Offered Certificates set forth opposite such Underwriter's name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] August 1, 2007 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this AgreementUnderwriter. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT] (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx Wickersham & Xxxx Taft LLP, [ADDRESS] at [TIME]227 227 One World Financial Center, New York, Nex Xxxx 00081, Xxx York City time, on [DATE]August 30, 2007, or at such other time on the same or such other xxx xxxx xx xxxx xxher date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date"." (ed) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m.P.M., New York City time, on the business day prior to the Closing Date.

Purchase of the Offered Certificates by the Underwriters. (a) The Depositor agrees to sell the Offered Certificates to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Depositor, the respective principal certificate balance or notional amount of each class of the Offered Certificates set forth opposite such Underwriter's ’s name in Schedule I hereto at the Purchase Price set forth in Schedule I hereto, plus accrued interest on the actual principal amount thereof at the applicable Pass-Through Rate from [DATE] February 1, 2022 to the Closing Date (as defined below). The Depositor will not be obligated to deliver any of the Offered Certificates except upon payment for all the Offered Certificates to be purchased as provided herein. (b) The Depositor understands that the Underwriters intend to make a public offering of their respective portions of the Offered Certificates in accordance with this Agreement as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Offered Certificates on the terms set forth in the Time of Sale Information and the Prospectus. The Depositor acknowledges and agrees that the Underwriters may offer and sell the Offered Certificates to or through any affiliate of an Underwriter and that any such affiliate may offer and sell any Offered Certificates purchased by it to or through any Underwriter in accordance with the terms of this Agreement. (c) Each Underwriter (severally, but not jointly) represents and covenants that it has not, and will not, enter into any contract for the sale of any Offered Certificates (i) less 3 than three business days after the filing of the [Initial] Preliminary Prospectus, [(ii) less than 48 hours after the date of the filing of any supplement to the Preliminary Prospectus [, including the Supplement,] with the Commission in accordance with Rule 424(h)(2) under the Securities Act], and (iii) less than five business days after the furnishing by the Depositor to the Commission, pursuant to Section 4(l3(x) of this Agreement, of the Form ABS-15G for the Accountant's Report (as defined herein). [INCLUDE BRACKETED LANGUAGE IN PRECEDING SENTENCE ONLY IF A SUPPLEMENT TO PRELIMINARY PROSPECTUS WAS FILED PRIOR TO THE DATE OF THE UNDERWRITING AGREEMENT]. (d) Payment for and delivery of the Offered Certificates will be made at the offices of Cadwalader, Xxxxxxxxxx & Xxxx LLPLLP at 000 Xxxxxxx Xxxxxx, [ADDRESS] Xxx Xxxx, Xxx Xxxx 00000 at [TIME]10:00 a.m., New York City time, on [DATE]February 16, 2022, or at such other time on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Depositor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "“Closing Date."” (e) Payment for the Offered Certificates shall be made by wire transfer in immediately available funds to the account(s) specified by the Depositor to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Offered Certificates (collectively, the "“Global Note"”), with any transfer taxes payable in connection with the sale of the Offered Certificates duly paid by the Depositor. The Global Note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date.