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

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

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by MS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on April 10, 2007 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and MS (such date and time of delivery and payment for the UnderwritersCertificates (with attached Escrow Receipts) being herein called the "Closing Date"). Each Class Delivery of Underwritten the Certificates sold (with attached Escrow Receipts) issued by each Original Trust shall be made to the Underwriters will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of MS's account at The Depository Trust Company ("DTC") (for the "DTC Certificates"). The interests respective accounts of the beneficial owners several Underwriters against payment by the Underwriters of the DTC Certificates will be represented by book entries on the records of DTC and participating members purchase price thereof. Definitive certificates Payment for the DTC Certificates will issued by each Original Trust and the related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of immediately available only under funds to the limited circumstances accounts and in the manner specified in the Pooling Agreementrelated Escrow Agreements. The Depositor acknowledges and agrees that the Underwriters are acting solely Certificates (with attached Escrow Receipts) issued by each Original Trust shall be in the capacity form of an arm's length contractual counterparty one or more fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by MS in New York, New York not later than 1:00 P.M. on the business day prior to the Depositor with respect Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to the offering of Certificates contemplated hereby (including in connection with determining the terms accept delivery of, receipt for, and make payment of the offeringpurchase price for, the Certificates (with attached Escrow Receipts) that it has agreed to purchase. MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by MS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on July 1, 2009 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and MS (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the Original Trust shall be made to MS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the Escrow Agreement. The Certificates (with attached Escrow Receipts) issued by the Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Class C Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Class C Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Class C Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Class C Certificates, including their respective undertakings to distribute the Class C Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Class C Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Class C Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on May 14, 2012 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the related Original Trust shall be made to MS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Class C Certificates issued by the related Original Trust and the Underwriters. Each Class Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreement. The Class C Certificates (with attached Escrow Receipts) issued by the related Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Class C Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Class C Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC MS, Citi and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) GS individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Class C Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus Supplement as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to CSFB for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on November 28, 2000 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the UnderwritersCertificates (with attached Escrow Receipts) being herein called the "Closing Date"). Each Class Delivery of Underwritten the Certificates sold (with attached Escrow Receipts) issued by each Original Trust shall be made to the Underwriters will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of CSFB's account at The Depository Trust Company ("DTC") for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of immediately available funds to the accounts and in the manner specified in the related Escrow Agreements (PROVIDED, that if the "DTC Certificates"Company notifies you that a Delivery Date is occurring on the Closing Date, a portion of such payment in the amount specified by the Company shall be paid to the accounts and in the manner specified in the related Participation Agreement). The interests Certificates (with attached Escrow Receipts) issued by each Original Trust shall be in the form of one or more fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized you, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the beneficial owners of purchase price for, the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof(with attached Escrow Receipts) that it has agreed to purchase. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) You, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Citigroup for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Citigroup and the Company. Such payment will be made by the Company on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on February 11, 2019 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Citigroup (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Citigroup’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment of the purchase price for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Citigroup, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Citigroup, individually and not as a financial advisor Representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by GS and the Company. Such payment will be made by the Company on the Closing Date simultaneously with the issuance and sale of the Certificates to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on August 5, 2024 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and GS (such date and time of delivery and payment for the UnderwritersCertificates being herein called the “Closing Date”). Each Class Delivery of Underwritten the Certificates sold issued by each Trust shall be made to GS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment of the purchase price for the Certificates issued by each Trust shall be made by the Underwriters by wire transfer of immediately available funds to the Underwriters will accounts and in the manner specified in writing by the Company on or prior to the Closing Date. The Certificates issued by each Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates")Certificates that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) GS, individually and not as a financial advisor Representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Mxxxxx Sxxxxxx for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Mxxxxx Sxxxxxx and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on June 13, 2016 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Mxxxxx Sxxxxxx (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Mxxxxx Xxxxxxx’x account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Mxxxxx Sxxxxxx, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Mxxxxx Sxxxxxx, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

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

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

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Citi for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at One Battery Park, New York, New York 10004, at 10:00 A.M., New York, New York time, on May 29, 2013 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Citi’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Citi, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC Citi, GS and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to JPM for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Price P.C., at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000, at 10:00 A.M., Chicago, Illinois time, on October 13, 2009 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the Original Trust shall be made to JPM’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the Escrow Agreement. The Certificates (with attached Escrow Receipts) issued by the Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in Chicago, Illinois not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized JPM, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) JPM, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Class C Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Class C Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Class C Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Class C Certificates, including their respective undertakings to distribute the Class C Certificates, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Class C Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Class C Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on June 28, 2011 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Class C Certificates (with attached Escrow Receipts) issued by the related Original Trust shall be made to GS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Class C Certificates issued by the related Original Trust and the Underwriters. Each Class Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreement. The Class C Certificates (with attached Escrow Receipts) issued by the related Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Class C Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Class C Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC GS, Citi and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Class C Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

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

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree (except as provided by sections 9 and 11 hereof) Underwriter agrees to purchase from the DepositorTrustee, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Class C Certificates set forth opposite the name of the Underwriter in Schedule II. Concurrently with the issuance of the Class C Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreement, which Escrow Receipts shall be attached to the Class C Certificates. (b) The Company is advised by the Underwriter that the Underwriter proposes to make a public offering of the Class C Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the Underwriter’s judgment is advisable. The Company is further advised by the Underwriter that the Class C Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriter at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriter may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriter for its commitments and obligations hereunder in respect of the Class C Certificates, including its undertakings to distribute the Class C Certificates, the Company will pay to the Underwriter for its account the amount set forth in Schedule I. III hereto. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Class C Certificates (with attached Escrow Receipts) to the Underwriter. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Class C Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on June 6, 2013 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and the UnderwritersUnderwriter (such date and time of delivery and payment for the Class C Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Each Delivery of the Class of Underwritten C Certificates sold (with attached Escrow Receipts) issued by the Original Trust shall be made to the Underwriters will Underwriter’s account at The Depository Trust Company (“DTC”) against payment by the Underwriter of the purchase price thereof. Payment for the Class C Certificates issued by the Original Trust and the Escrow Receipts attached thereto shall be represented initially made by the Underwriter by wire transfer of immediately available funds to the account and in the manner specified in the Escrow Agreement. The Class C Certificates (with attached Escrow Receipts) issued by the Original Trust shall be in the form of one or more certificates fully registered global certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Class C Certificates (with attached Escrow Receipts) available for inspection and checking by the Underwriter in New York, the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries New York not later than 1:00 P.M. on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty business day prior to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to CS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by CS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on August 15, 2013 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and CS (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to CS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized CS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees relevant Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the Depositorrelevant Trustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on May 14, 2012 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be made to MS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the relevant Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC MS, Citi and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) GS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates set forth opposite the name of such Underwriter in Schedule II. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Citigroup for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Citigroup and the Company. Such payment will be made by the Company on the Closing Date simultaneously with the issuance and sale of the Certificates to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on June 20, 2023 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Citigroup (such date and time of delivery and payment for the UnderwritersCertificates being herein called the “Closing Date”). Each Class Delivery of Underwritten the Certificates sold issued by the Trust shall be made to Citigroup’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment of the purchase price for the Certificates issued by the Trust shall be made by the Underwriters by wire transfer of immediately available funds to the Underwriters will accounts and in the manner specified in writing by the Company on or prior to the Closing Date. The Certificates issued by the Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Citigroup, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates")Certificates that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Citigroup, individually and not as a financial advisor Representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees relevant Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the Depositorrelevant Trustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Citigroup for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 1 Chase Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on December 13, 2012 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be made to Citigroup’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the relevant Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Citigroup, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC Citigroup, GS and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the UnderwritersUnderwriter, and the Underwriters agree (except as provided by sections 9 and 11 hereof) Underwriter agrees to purchase from the DepositorTrustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of each class of Certificates. (b) The Company is advised by the Underwriter that the Underwriter proposes to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the Underwriter’s judgment is advisable. The Company is further advised by the Underwriter that the Certificates are to be offered to the public initially at 100% of their principal amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriter at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriter may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriter for its commitments and obligations hereunder in respect of the Certificates, including the undertakings to distribute the Certificates, the Company will pay to the Underwriter the amount set forth in Schedule I. II hereto. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates to the Underwriter. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) The Company shall cause the Class B Trust to issue and deliver against payment of the purchase price the Class B Certificates to be purchased by the Underwriter hereunder and to be offered and sold by the Underwriter to QIBs in the form of one or more certificated securities in definitive, fully registered form without interest coupons (the "Restricted Definitive Securities") which shall be registered in the name or names designated by the Underwriter. The Restricted Definitive Security shall include the legend regarding restrictions on transfer set forth under "Description of the Certificates—Transfer Restrictions for Class B Certificates" in the Time of Sale Prospectus. (e) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on June 9, 2006 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and the UnderwritersUnderwriter (such date and time of delivery and payment for the Certificates being herein called the "Closing Date"). Each Delivery of the Class of Underwritten G Certificates sold issued by the Class G Trust shall be made to the Underwriters will be represented initially by one or more certificates registered in the name of Cede & Co., the nominee of Underwriter's account at The Depository Trust Company ("DTC") (for the "DTC Certificates"). The interests account of the beneficial owners Underwriter against payment by the Underwriter of the DTC Certificates will be represented by book entries on the records of DTC and participating members purchase price thereof. Delivery of the Restricted Definitive certificates for Securities evidencing the DTC Class B Certificates will shall be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary Underwriter by physical delivery to, or an agent at the direction of, the Underwriter. Payment for the Certificates issued by the Trusts shall be made by the Underwriter by wire transfer of immediately available funds to the accounts and in the manner designated prior to the Closing Date to the Underwriter by the Company or any at such other persondate, time and place as may be agreed upon by the Company and the Underwriter. The Certificates shall be in the form of one or more fully registered global Class G Certificates, and shall be deposited with the Class G Trustee as custodian for DTC and registered in the name of Cede & Co. (f) The Company agrees to have the Certificates available for inspection and checking by the Underwriter in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Credit Suisse for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Credit Suisse and the Company. Such payment will be made by the Company on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on September 13, 2019 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Credit Suisse (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Credit Suisse’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment of the purchase price for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Credit Suisse, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Credit Suisse, individually and not as a financial advisor Representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees relevant Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the Depositorrelevant Trustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their face amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on April 24, 2013 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be made to GS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the relevant Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC GS, Citigroup and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 1 Chase Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on December 21, 2010 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to MS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC MS, Citi and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their face amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to CS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by CS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hxxxxx Hxxxxxx & Rxxx LLP at Oxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on March 22, 2012 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and CS (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to CS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized CS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Credit Suisse for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Credit Suisse and the Company. Such payment will be made by the Company on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on February 14, 2018 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Credit Suisse (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Credit Suisse’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Credit Suisse, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Credit Suisse, individually and not as a financial advisor Representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to CS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by CS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on October 3, 2012 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and CS (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to CS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized CS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount -- the purchase prices public offering price -- plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) Delivery As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to MS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by MS and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Hugxxx Xxbxxxx & Reex XXP at One Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10:00 A.M. on April 7, 2014 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and MS (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to MS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized MS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees relevant Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the Depositorrelevant Trustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on June 28, 2011 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be made to GS’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by the relevant Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by the relevant Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC GS, Citi and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) CS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to JPM for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Price P.C., at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, 00000, at 10:00 A.M., Chicago, Illinois time, on November 24, 2009 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to JPM’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global Certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by you in Chicago, Illinois not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized JPM, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Certificates (with attached Escrow Receipts) that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC JPM, MS and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) GS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Credit Suisse for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Credit Suisse and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on August 11, 2014 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Credit Suisse (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Credit Suisse’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Credit Suisse, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Credit Suisse, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustee, at a purchase price of 100% of the principal amount thereof, the Underwritten aggregate principal amount of Class C Certificates set forth opposite the name of such Underwriter in Schedule II. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Class C Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Class C Certificates are to be offered to the public initially at 100% of their principal amount (the purchase prices public offering price) plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Class C Certificates, including their respective undertakings to distribute the Class C Certificates, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by you and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Class C Certificates to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Class C Certificates to which this Agreement applies will shall be made at the office offices of J.P. Morgan Securities Inc. Milbank, Tweed, Xxxxxx & XxXxxx LLP at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York, New York time, on July 12, 2011 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and you (such date and time of delivery and payment for the UnderwritersClass C Certificates being herein called the “Closing Date”). Each Delivery of the Class C Certificates issued by the Trust shall be made to GS’ account at The Depository Trust Company (“DTC”) for the respective accounts of Underwritten the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Class C Certificates sold issued by the Trust shall be made by the Underwriters by wire transfer of immediately available funds to the Underwriters will Trustee. The Class C Certificates issued by the Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Class C Certificates available for inspection and checking by you in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee Class C Certificates that it has agreed to purchase. Each of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC GS, Citi, CS and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) MS, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Class C Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and conditions herein set forth, the terms set forth herein. The Depositor agrees to instruct the Trustee to issue and Seller agrees to sell to the Underwriters, and the Underwriters agree (except as provided by sections 9 agree, severally and 11 hereof) not jointly, to purchase from the DepositorSeller, the Underwritten aggregate principal amounts of the Class A Certificates set forth opposite the names of the Underwriters in Schedule I hereto. The Class A Certificates are to be purchased at the purchase prices set forth price of /___/% of the aggregate principal amount thereof plus accrued interest at the Pass-Through Rate (as defined in Schedule I. Delivery the Prospectus) calculated from (and including) /_____/, 1998, to (but excluding) the Closing Date. Against payment of and payment the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Class A Certificates to the Representatives, for the Underwritten Certificates to which this Agreement applies will be made account of the Underwriters, at the office of J.P. Morgan Securities Inc. Weil, Gotshal & Xxxxxx LLP, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, on /____/, 1998, at 10:00 a.m., New York time, or sucx xxxxx xxxce at such other time not later than seven full business days thereafter as the parties hereto agree as the Underwriters Representatives and the Depositor shall agree uponSeller determine, such time being herein referred to as a the "Closing Date". Delivery of such The Class A Certificates shall to be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and the Underwriters. Each Class of Underwritten Certificates sold to the Underwriters so delivered will be initially represented initially by one or more certificates Class A Certificates registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates"). The interests of the beneficial owners of the DTC Class A Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Class A Certificates will be made available only under the limited circumstances specified set forth in the Pooling and Servicing Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.

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

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. Concurrently with the issuance of the Certificates, the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Credit Suisse for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Credit Suisse and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates (with attached Escrow Receipts) to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will (with attached Escrow Receipts) shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on September 27, 2016 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Credit Suisse (such date and time of delivery and payment for the Certificates (with attached Escrow Receipts) being herein called the “Closing Date”). Delivery of the Certificates (with attached Escrow Receipts) issued by each Original Trust shall be made to Credit Suisse’s account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof. Payment for the Certificates issued by each Original Trust and the Underwriters. Each Class related Escrow Receipts attached thereto shall be made by the Underwriters by wire transfer of Underwritten Certificates sold immediately available funds to the Underwriters will accounts and in the manner specified in the related Escrow Agreements. The Certificates (with attached Escrow Receipts) issued by each Original Trust shall be represented initially by in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates (with attached Escrow Receipts) available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Credit Suisse, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company Certificates ("DTC"with attached Escrow Receipts) (the "DTC Certificates")that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Credit Suisse, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.

Purchase, Sale and Delivery of Certificates. The commitment of the Underwriters to purchase the Underwritten Certificates pursuant to this Agreement shall be deemed to have been made on (a) On the basis of the representations representations, warranties and warranties agreements herein contained and shall be contained, but subject to the satisfaction of terms and the terms conditions herein set forth herein. The Depositor forth, the Company agrees to instruct cause the Trustee to issue and agrees Trustees to sell to the Underwriterseach Underwriter, and the Underwriters agree (except as provided by sections 9 each Underwriter agrees, severally and 11 hereof) not jointly, to purchase from the DepositorTrustees, at a purchase price of 100% of the face amount thereof, the Underwritten aggregate face amount of Certificates of each Pass Through Certificate designation set forth opposite the name of such Underwriter in Schedule II. (b) The Company is advised by the Representatives that the Underwriters propose to make a public offering of the Certificates as set forth in the Prospectus as soon after this Agreement has been entered into as in the judgment of the Representatives is advisable. The Company is further advised by the Representatives that the Certificates are to be offered to the public initially at 100% of their face amount plus accrued interest, if any, from the purchase prices date of issuance and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Certificates, including their respective undertakings to distribute the Certificates, the Company will pay to Xxxxxx Xxxxxxx for the accounts of the Underwriters the amount set forth in Schedule I. III hereto, which amount shall be allocated among the Underwriters in the manner determined by Xxxxxx Xxxxxxx and the Company. Such payment will be made on the Closing Date simultaneously with the issuance and sale of the Certificates to the Underwriters. Payment of such compensation shall be made by wire transfer of immediately available funds. (d) Delivery of and payment for the Underwritten Certificates to which this Agreement applies will shall be made at the office offices of J.P. Morgan Securities Inc. Xxxxxx Xxxxxxx & Xxxx LLP at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. on November 17, 2015 or sucx xxxxx xxxce as the parties hereto agree as the Underwriters and the Depositor shall agree upon, such time being herein referred to as a "Closing Date". Delivery of such Certificates shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the applicable Pooling Agreement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment date, time and place as may be agreed upon by the Depositor Company and Xxxxxx Xxxxxxx (such date and time of delivery and payment for the UnderwritersCertificates being herein called the “Closing Date”). Each Class Delivery of Underwritten the Certificates sold issued by each Trust shall be made to Xxxxxx Xxxxxxx’x account at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters against payment by the Underwriters will of the purchase price thereof. Payment for the Certificates issued by each Trust shall be represented initially made by the Underwriters by wire transfer of immediately available funds to accounts and in the manner specified by the Trustees. The Certificates issued by each Trust shall be in the form of one or more certificates fully registered global certificates, and shall be deposited with the related Trustee as custodian for DTC and registered in the name of Cede & Co. (e) The Company agrees to have the Certificates available for inspection and checking by the Representatives in New York, New York not later than 1:00 P.M. on the business day prior to the Closing Date. (f) It is understood that each Underwriter has authorized Xxxxxx Xxxxxxx, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the nominee of The Depository Trust Company ("DTC") (the "DTC Certificates")Certificates that it has agreed to purchase. The interests of the beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Certificates will be made available only under the limited circumstances specified in the Pooling Agreement. The Depositor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Depositor with respect to the offering of Certificates contemplated hereby (including in connection with determining the terms of the offering) Xxxxxx Xxxxxxx, individually and not as a financial advisor representative, may (but shall not be obligated to) make payment of the purchase price for the Certificates to be purchased by any Underwriter whose check or a fiduciary to, or an agent of, checks shall not have been received by the Company or any other personClosing Date.