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

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26, 2004, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73478% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26July 24, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”"CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than October 26July 24, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% [____]%of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374[____]% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471[____]% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333[____]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on October 26[____ __, 2004____], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26[____ __, 2004____], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81539% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77602% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.72276% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on October 26May 21, 20042003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26May 21, 20042003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.91000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.85317% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.80093% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73267% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October June 26, 2004, 2008 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October June 26, 20042008, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81699% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76461% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.72558% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26April 20, 2004, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26April 20, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.875000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.821415% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.763969% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.727383% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California, at 10:00 A.M., New York City time, on October 2625, 20042000, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”"CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than October 2625, 20042000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.875% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82092% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77536% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73316% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26August 16, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26August 16, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of, set forth in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSchedule I hereto, the respective principal amounts of each Class of the Notes Bonds set forth opposite the names of the Underwriters in Schedule A heretoII hereto plus the respective principal amounts of additional Bonds that each such Underwriter may become obligated to purchase pursuant to the provisions of Section 6(c) hereof. The Company will deliver against payment Issuer shall pay (in the form of a discount to the principal amount of the offered Bonds) to the Underwriters a commission equal to 0.25% on the principal amount of the Series A 2018 Bond, 0.40% on the principal amount of the Series A 2021 Bond, 0.50% on the principal amount of the Series A 2026 Bond, 0.65% on the principal amount of the Series A 2032 Bond, and 0.70% on the principal amount of the Series A 2035 Bond. The Issuer shall pay 40% of such commission as a fixed fee to the Representatives and 60% of such commission as a performance-based fee to the Underwriters. (b) Payment of the purchase priceprice for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or at such other place as shall be mutually agreed upon by the Notes Representatives and the Issuer, at 10:00 a.m., New York City time, on June 22, 2016 or such other time and date as shall be agreed upon in writing by the Issuer and the Representatives (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of each Class Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Issuer by wire transfer in immediately available funds, payable to the order of the Issuer against delivery of the Bonds, in fully registered form, to you or upon your order. The Bonds shall be delivered in the form of one or more permanent global securities certificates in definitive form (aggregate denomination equal to the “Global Notes”) deposited with aggregate principal amount of the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) Bonds upon original issuance and registered in the name of Cede & Co., as nominee for The DTC. (c) If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall promptly give notice to the other Underwriters of the default of such Underwriter. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except If in the limited circumstances described in event of such a default, this Agreement may be terminated by the ProspectusIssuer, upon notice given to the non-defaulting Underwriters, within a period of 36 hours. Payment If the Issuer does not elect to terminate this Agreement it shall have the right, irrespective of such default: (i) to require each non-defaulting Underwriter to purchase and pay for the Notes respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer have so failed to purchase up to an account in New York previously designated aggregate principal amount of Bonds equal to 10% of the Representative by the Company at a bank aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (ii) to procure one or more persons, reasonably acceptable to the Representative at Representatives, who are members of the offices Financial Industry Regulatory Authority (“FINRA”) (or, if not members of XxXxx Xxxxxx LLPthe FINRA, New Yorkwho are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, New York at 10:00 A.M.its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules), New York City timeto purchase, on October 26upon the terms herein set forth, 2004, either all or at a part of the aggregate principal amount of Bonds that such other time defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not later than seven full business days thereafter as be obligated to purchase pursuant to the Representative and foregoing clause (a). In the Company determine, such time being herein computation of any period of 36 hours referred to as the “Closing Date”in this Section 6, against delivery to the Indenture Trustee as custodian for DTC there shall be excluded a period of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Closing Date. The Company will deliver Issuer or the Certificates to the above office Depositor under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name any default of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) such Underwriter under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described abovethis Agreement.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82061% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77425% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74204% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on October 26November 20, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26November 20, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.88000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77805% of the principal amount thereof; and (iviii) the Class A-4 A-3 Notes, 99.9733399.72830% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. In addition, the Company will pay the Underwriter a structuring fee in the amount of $1,950,000.00 on the Closing Date. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Underwriter by the Company at a bank acceptable to the Representative Underwriter at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26January 29, 2004, 2009 or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26January 29, 20042009, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.1500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.85884% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.81000% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.77000% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26August 23, 2004, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26August 23, 20042007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82388% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77849% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74676% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 2617, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”"CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than October 2617, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Class A Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, 100.0000099.900000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.823960% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.787147% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.729339% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Class A Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Class A Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, New YorkFour Times Squarx, New York at 10:00 A.M.Xxx Yorx, New York City timeXew Yorx 00000 xx 00:00 x.x., on October 26Xxx Xxxx xxxx, 2004xx Xxvember 15, 2000, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Class A Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior xxxxx to the xxx Closing Date. The Company Seller will deliver the Class B Notes and the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing DateDaxx. The certificate Xxx cexxxxicate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior xxxxx to the xxx Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26November 15, 20042000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000100.000000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.998812% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.990796% of the principal amount thereof; and (iv) the Class A-4 B Notes, 99.9733399.990291% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Xxxxxxx Xxxxx by the Company at a bank acceptable to the Representative Xxxxxxx Xxxxx, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York at 10:00 A.M., New York City time, on October 26August 20, 20041998, or at such other time not later than seven full business days thereafter as the Representative Xxxxxxx Xxxxx and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have agreed that the Closing Date will be not later than October 26August 20, 20041998, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000_________% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374A-1 Notes and _________% of the principal amount thereof; (iii) of the Class A-3 Notes, 99.98471% A-2 Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “"Global Notes”") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Representative order of the Currency Swap Provider at the offices office of XxXxx Xxxxxx LLPXxxxx, New YorkBrown & Xxxxx, New York at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26February 28, 20042001, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Trust Manager determine, such time being herein referred to as the “"Closing Date”, ," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.88000% of the principal amount thereof; , (ii) the Class A-2 Notes, 99.9937499.75551% of the principal amount thereof; , (iii) the Class A-3 Notes, 99.9847199.69672% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, 99.9733399.62211% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26May 12, 2004, 2009 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26May 12, 20042009, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the ------------------------------------ representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000_____._____ % of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374_____._____ % of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471_____._____ % of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333_____._____ % of the principal amount thereof, in the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The ------------ Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as --- nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP______________, New York, New York York, at 10:00 A.M.a.m., New York City time, on October 26__________, 2004_______, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for ------------ DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. [The Company will deliver the Certificates Residual Interest Certificate to the above office of XxXxx Xxxxxx LLP _____________ on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. .] Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26_______________, 2004______, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81852% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77778% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74798% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Dewey Ballantine LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City timeYoxx Xxxx xxxx, on October 26xx July 24, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Dewey Ballantine LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Dewey Ballantine LLP on the Closing Date. The certificate for the Certificates so to Cxxxxxxxxxxx xx xo be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Dewey Ballantine LLP at least 24 hours prior to the Closing Date. Pursuant to Xxxxxxxx xx Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26July 24, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000_______% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374% A Notes (which amount shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to X.X. Xxxxxx Securities Inc. ("JPMORGAN") drawn to the Representative order of the AIG Financial Products Corp. (the "Currency Swap Provider") at the offices office of XxXxx Xxxxxx LLPMayer, New YorkBrown, New York at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26_______, 20042003, or at such other time not later than seven full business days thereafter as the Representative JPMorgan and the Company Trust Manager determine, such time being herein referred to as the “Closing Date”, "CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersPurchasers, and the Underwriters Purchasers agree, severally and not jointly, to purchase from the Company, at a an aggregate purchase price of, in the case of (i) the Class A-1 Notes, 100.000009 % of the principal amount thereof; thereof plus accrued interest from April 5, 2001 to the Closing Date (iias hereinafter defined) (the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof"Purchase Price"), the respective principal amounts of each Class of -------------- the Notes set forth opposite the names of the Underwriters in several Purchasers on Schedule A 1 ---------- hereto. The Company shall not be obligated to deliver any Notes to be delivered, except upon payment of all of the Notes to be purchased on the Closing Date as provided herein. The Company will deliver against payment of the purchase price, Purchase Price the Notes of each Class in the form of one or more permanent global securities Notes in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust ------------ Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. --- Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Circular. Payment of the Purchase Price for the Notes shall be made by the Underwriters Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to CSFBC drawn to the Representative order of the Company, at the offices office of XxXxx Xxxxxx LLP& Xxxxxxx, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., (New York at 10:00 A.M., New York City time), on October 26April 5, 2004, 2001 or at such other place or time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the “"Closing Date”", against ------------ delivery to the Indenture Trustee Trustee, as custodian for DTC DTC, of the Global Notes representing all of the Notes. The Global Notes will be made available for checking inspection at the above office of XxXxx Xxxxxx LLP & Xxxxxxx at least 24 hours prior to the Closing Date. The Company will deliver Notwithstanding the Certificates foregoing, any Notes sold to Institutional Accredited Investors (as hereinafter defined) pursuant to Section 3(c) shall be ------------ issued in definitive, fully registered form and shall bear the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) legend relating thereto set forth under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.caption

Purchase, Sale and Delivery of Notes. On the basis of the representationsrepresentations and warranties contained in, warranties and agreements herein contained, but subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% -% of the principal amount thereof; (ii) thereof plus accrued interest, if any, from July -, 1999, to the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofClosing Date, the respective aggregate principal amounts of each Class of the Dollar Notes set forth opposite the names of the several Underwriters in Schedule A I hereto. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of -% of the aggregate principal amount thereof plus accrued interest, if any, from July -, 1999, to the Closing Date, the respective principal amounts of Euro Notes set forth opposite the names of the several Underwriters in Schedule I hereto. The Company will deliver against payment of the purchase price, price the Dollar Notes of each Class in the form of one or more permanent global securities Dollar Notes in definitive registered form, denominated in U.S. dollars (the "Dollar Global Notes"), and one or more permanent global Euro Notes in registered form (the “"Euro Global Notes”) deposited " and, together with the Indenture Trustee as custodian for Dollar Global Notes, the "Global Notes"). Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co.its participants, including, as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTCapplicable, except in Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the limited circumstances described in the ProspectusEuroclear System and Cedel Bank, societe anonyme. Payment for the Notes shall be made by or on behalf of the Underwriters in Federal (same day) day funds by official check or checks or wire transfer to an a dollar account in New York with respect to Dollar Global Notes and to a euro account with respect to Euro Global Notes, each as previously designated to the Representative Lehmxx Xxxthers International (Europe) by the Company at a bank reasonably acceptable to the Representative Lehmxx Xxxthers International (Europe) at the offices of XxXxx Xxxxxx LLP, New York, 10:00 a.m. (New York at 10:00 A.M., New York City time), on October 26July -, 20041999, or at such other time not later than seven full business days or place thereafter as the Representative Lehmxx Xxxthers Inc. and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP Simpxxx Xxxxxxx & Xartxxxx (Xxw York) at least 24 hours prior to the Closing Date. The Company will deliver Date of the Certificates Global Notes to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described aboverelevant Trustee.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Company the principal amount of Notes set forth in Schedule I to this Agreement opposite the names of such Underwriters at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000equal to 96.85% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver deliver, against payment of the purchase price, the Notes of each Class to A.X. Xxxxxxx in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes global certificate will be held only in book-entry form from through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes Firm Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to A.X. Xxxxxxx drawn to the Representative at order of the offices of XxXxx Xxxxxx LLP, New York, New York Company at 10:00 A.M., New York City time, on October 26April 15, 2004, or at such other time not later than seven full business days thereafter as the Representative A.X. Xxxxxxx and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Notes sold pursuant hereto. In addition, upon written notice from A.X. Xxxxxxx given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price to be paid for the Firm Securities, plus accrued interest thereon, if any, from April 15, 2004. The Company agrees to sell to the Underwriters the aggregate principal amount of Optional Securities specified in such notice, and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in A. X. Xxxxxxx & Sons, Inc. March 18, 2004 Page 12 the same proportion as the principal amount of Firm Securities set forth opposite such Underwriter’s name in Schedule A hereto bears to the aggregate principal amount of Firm Securities (subject to adjustment by A.X. Xxxxxxx to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by A.X. Xxxxxxx to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, against delivery to which may be the Indenture Trustee as custodian for DTC of First Closing Date (the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by A. X. Xxxxxxx but shall be not later than five full business days after written notice of election to purchase Optional Securities is given unless otherwise agreed. The Company will deliver against payment of the Certificates to purchase price the above office Optional Securities being purchased on each Optional Closing Date in the form of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be one or more permanent global securities in definitive formform (each, in authorized denominations an “Optional Global Security”) deposited with DTC and registered in the name of the Company and will Cede & Co., as nominee for DTC. Payment for such Optional Securities shall be made available for checking by the Underwriter in Federal (same day) funds wire transfer to an account at the above office of XxXxx Xxxxxx LLP at least 24 hours prior a bank acceptable to A. X. Xxxxxxx drawn to the order of the Company, against delivery to DTC of the Optional Global Securities representing all of the Optional Securities being purchased on such Optional Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000[______]% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374[______]% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471[______]% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333[______]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP[______], New York, New York at 10:00 A.M., New York City time, on October 26[______ __, 2004__], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP [______] at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP [______] on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP [______] at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26[______ __, 2004__], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000[______]% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374[_______]% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471[_______]% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333[______]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26, 2004, [_________] or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004[________], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82074% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77673% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73501% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26January 29, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26January 29, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Underwritten Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, 100.0000099.875000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.850000% of the principal amount thereof; (iii) the Underwritten Class A-3 Notes, 99.9847199.805000% of the principal amount thereof; (iv) Underwritten Class A-4 Notes, 99.719861% of the principal amount thereof; and (ivv) the Underwritten Class A-4 B Notes, 99.9733399.644423% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Underwritten Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.x.m., New Xxx York City time, on October 26April 18, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company will Xxx Xellxx xill deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Certxxxxxxxs sx xx be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant to Xxxxxant xx Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26April 18, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, 100.000000% of the principal amount thereof; (ii) Class A-2 Notes, 99.995561% of the principal amount thereof; (iii) Class A-3 Notes, 99.986692% of the principal amount thereof; (iv) Class A-4 Notes, 99.989650% of the principal amount thereof; and (v) Class B Notes, 99.978855% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York at 10:00 A.M.10036 xx 00:00 a.x., New York City time, on October 26December 13, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxx Seller will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so Xxxxxxxcatxx xo to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Xxxxuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26December 13, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000______% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374% A Notes (which aggregate amounts shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A I hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative drawn to the order of the Currency Swap Provider at the offices office of XxXxx Xxxxxx LLP, New York, New York at _________________ not later than 10:00 A.M., New York City time, on October 2624, 20042002, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Manager determine, such time being herein referred to as the “Closing Date”, "CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, 100.0000099.880000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.852500% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.805000% of the principal amount thereof; (iv) Class A-4 Notes, 99.750000% of the principal amount thereof; and (ivv) the Class A-4 B Notes, 99.9733399.648569% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.00:00 x.m., New Xxw York City timexxxx, on October 26xx Xxxx 00, 20040000, or at such other time xx xx xxxx xxxxx xime not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxxler will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Cerxxxxxxxes xx xo be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Purxxxxt to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26June 14, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements of the Initial Purchasers herein contained, the Company agrees to sell to the Initial Purchasers, and on the basis of representations, warranties and agreements of the Company herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters Initial Purchasers agree, severally and not jointly, to purchase from the CompanyNotes, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000equal to 77.0427% of the principal amount thereof; (ii) at maturity thereof plus the Class A-2 Notesincrease in accreted value from August 10, 99.99374% of 2001 to the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, Closing Date in the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters several Initial Purchasers in Schedule A hereto. ---------- The Company will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Notes in definitive form (the “"Global Notes”Securities") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Circular. Payment for the Notes shall be made by the Underwriters Initial Purchasers in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to CSFBC designated by the Representative Company drawn to the order of the Company at the offices office of XxXxx Xxxxxx LLPXxxxxx & Xxxxxxx, New York00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M. (New York at 10:00 A.M., New York City time), on October 26August 10, 2004, 2001 or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company determine, such time being herein referred to as the “"Closing Date”", ------------ against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the NotesSecurities. The Global Notes Securities will be made available for checking at the above office of XxXxx Xxxxxx LLP Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, 99.900000% of the principal amount thereof; (ii) Class A-2 Notes, 99.870000% of the principal amount thereof; (iii) Class A-3 Notes, 99.840000% of the principal amount thereof; (iv) Class A-4 Notes, 99.770000% of the principal amount thereof; (v) Class B Notes, 99.670000% of the principal amount thereof; and (vi) Class C Notes, 99.550000% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.00:00 x.m., New Xxw York City time, on October 26December 18, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxxler will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Cerxxxxxxxes xx xo be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Purxxxxt to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26December 18, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.85800% of the principal amount thereof; , (ii) the Class A-2 Notes, 99.9937499.75015% of the principal amount thereof; , (iii) the Class A-3 Notes, 99.9847199.68943% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, 99.9733399.61456% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Representatives by the Company at a bank acceptable to the Representative Representatives at the offices of XxXxx Xxxxxx Xxxxxxx XxXxxxxxx LLP, New York, New York at not later than 10:00 A.M., New York City time, on October 26February 24, 2004, 2010 or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26February 24, 20042010, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82170% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77603% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74146% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26March 28, 2004, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26March 28, 20042006, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, ___________% of the principal amount thereof; (ii) Class A-2 Notes, ___________% of the principal amount thereof; (iii) Class A-3 Notes, ___________% of the principal amount thereof; (iv) Class A-4 Notes, ___________% of the principal amount thereof; and (v) Class B Notes, ___________% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.a.m., New York City time, on October 26__, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26__, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000[___]% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374% A Notes (which aggregate amounts shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A I hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative drawn to the order of Deutsche Bank Aktiengesellschaft (the "CURRENCY SWAP PROVIDER") at the offices office of XxXxx Xxxxxx Mayer, Brown, Xxxx & Maw LLP, New York0000 Xxxxxxxx, New York at Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26April [___], 2004, 2004 or at such other time not later than seven full business days thereafter as the Representative DBSI and the Company Manager determine, such time being herein referred to as the “Closing Date”, "CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.000005.066% of the principal amount thereof; (ii) the Class A-2 Notes, 99.993745.43% of the principal amount thereof; (iii) the Class A-3 Notes, 99.984715.50% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.973335.63% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or by wire transfer to an account in New York previously designated to the Representative Xxxxxxx Xxxxx by the Company at a bank acceptable to the Representative Xxxxxxx Xxxxx, at the offices of XxXxx Xxxxxx LLP, New York10:00 a.m., New York at 10:00 A.M., New York City time, on October 26January 20, 20041999, or at such other time not later than seven full business days thereafter as the Representative Xxxxxxx Xxxxx and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have agreed that the Closing Date will be not later than October 26January 20, 20041999, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.890625% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.968750% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.984375% of the principal amount thereof; and (iv) the Class A-4 B Notes, 99.9733399.968750% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Credit Suisse First Boston Corporation by the Company Seller at a bank acceptable to the Representative Credit Suisse First Boston Corporation, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York at 10:00 A.M., New York City time, on October 2628, 20041999, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston Corporation and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Bank of Tokyo-Mitsubishi, Ltd., an affiliate of the Indenture Trustee, will participate in the transaction contemplated by this Agreement by acting as an advisor to Seller. For its services, as previously agreed among the parties hereto, the Underwriters will pay a fee to The Bank of Tokyo-Mitsubishi, Ltd. equal to $100,000 out of the underwriting discounts and commissions received by the Underwriters in connection with the purchase of the Notes pursuant to this Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 2628, 20041999, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.000005.32200% of the principal amount thereof; (ii) the Class A-2 Notes, 99.993745.25% of the principal amount thereof; (iii) the Class A-3 Notes, 99.984715.10% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.973335.09% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx McKee Nelson LLP, New York, New York at 10:00 A.M., New York City time, on October 26xx Xxxxxxxy 27, 2004, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx McKee Nelson LLP at least 24 hours prior to the Closing Date. The Company Xxx Xxxxxny will deliver the Certificates to the above office of XxXxx Xxxxxx McKee Nelson LLP on the Closing Date. The certificate for the Certificates so to be Certificxxxx xx xx xe delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx McKee Nelson LLP at least 24 hours prior to the Closing Date. Pursuant Xxxxxxxx to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26February 27, 20042007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, 99.890000% of the principal amount thereof; (ii) Class A-2 Notes, 99.865000% of the principal amount thereof; (iii) Class A-3 Notes, 99.825000% of the principal amount thereof; (iv) Class A-4 Notes, 99.755000% of the principal amount thereof; and (v) Class B Notes, 99.650000% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York at 10:00 A.M.10036 xx 00:00 a.x., New York City timeYxxx xxxx, on October 26xx Xxxxxxx 00, 20040000, or at such other xx xx xxxx xther time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxx Seller will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so Xxxxxxxcatxx xo to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Xxxxuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 2612, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% __.__% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% __.__% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% __.___% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% __.__% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York, New York York, at 10:00 A.M.A.M.., New York City time, on October 26___________ , 2004________ , or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. [The Company will deliver the Certificates Residual Interest Certificate to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company [Company] and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. .] Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26____________________ , 2004___________ , unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82463% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77653% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.72727% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26August 22, 2004, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26August 22, 20042006, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82474% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77951% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74211% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on October 26May 22, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26May 22, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% [PERCENTAGE]% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374% A Notes (which amount shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to X.X. Xxxxxx Securities Inc. ("JPMORGAN") drawn to the Representative order of the Currency Swap Provider at the offices office of XxXxx Xxxxxx LLPXxxxx, New YorkBrown, New York at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26, 2004[CLOSING DATE], or at such other time not later than seven full business days thereafter as the Representative JPMorgan and the Company Trust Manager determine, such time being herein referred to as the “Closing Date”, "CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.90000% of the principal amount thereof; thereof and (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.75100% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Underwriter by the Company at a bank acceptable to the Representative Underwriter at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26December 16, 2004, 2008 or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26December 16, 20042008, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000_______% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374_______% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471_______% of the principal amount thereof; and (iv) the Class A-4 B Notes, 99.97333_______% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Credit Suisse First Boston Corporation by the Company Seller at a bank acceptable to the Representative Credit Suisse First Boston Corporation, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York at 10:00 A.M., New York City time, on October 2628, 20041999, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston Corporation and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26___, 20041999, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81923% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76312% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74796% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26December 16, 20042003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26December 16, 20042003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82371% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76749% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73298% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26August 19, 20042003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26August 19, 20042003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.85800% of the principal amount thereof; , (ii) the Class A-2 Notes, 99.9937499.75280% of the principal amount thereof; , (iii) the Class A-3 Notes, 99.9847199.68505% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, 99.9733399.62187% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. Notwithstanding the foregoing, due to sales to affiliates, one or more of the Underwriters may be required to forego a de minimis portion of the selling concession they would otherwise be entitled to receive. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Representatives by the Company at a bank acceptable to the Representative Representatives at the offices of XxXxx Xxxxxx LLP, New York, New York at not later than 10:00 A.M., New York City time, on October 26July 14, 2004, 2009 or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26July 14, 20042009, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofTrust, the respective aggregate principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A 1 hereto. (b) The Class A-1 Notes are to be purchased by the Underwriters at a purchase price equal to 99.74500% of the aggregate principal amount thereof. The Company will deliver against Class A-2 Notes are to be purchased by the Underwriters at a purchase price equal to 99.73076% of the aggregate principal amount thereof. (c) Against payment of the purchase priceprice by wire transfer of immediately available funds to the Trust, the Trust will deliver the Notes of each Class in to the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co.Representative, as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be made agreed upon by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to Representative, the Representative by Depositor and the Company Servicer, on July 19, 2016, at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York10:00 a.m., New York at 10:00 A.M., New York City time, on October 26, 2004, or at such other time not later than seven full business days Business Days thereafter as the Representative Representative, the Depositor and the Company Trust determine, such time being herein referred to as the “Closing Series 2016-A Issuance Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global .” The Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company and (“DTC”). The interests of beneficial owners of the Notes will be made represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) only under the Exchange Act, limited circumstances set forth in the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described aboveIndenture.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereofSeller, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A heretohereto at a purchase price of, in the case of the (i) Class A-1 Notes, ___% of the principal amount thereof; (ii) Class A-2 Notes, ___% of the principal amount thereof; (iii) Class A-3 Notes, ___% of the principal amount thereof; (iv) Class A-4 Notes, ___% of the principal amount thereof; (v) Class B Notes, ___% of the principal amount thereof; and (vi) Class C Notes, ___% of the principal amount thereof. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 A.M.00:00 x.m., New Xxw York City time, on October 26__________ __, 20042002, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxxler will deliver the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Cerxxxxxxxes xx xo be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Purxxxxt to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26__________ __, 20042002, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.000004.22063% of the principal amount thereof; (ii) the Class A-2 Notes, 99.993744.54% of the principal amount thereof; (iii) the Class A-3 Notes, 99.984714.61% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.973334.69% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 2625, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 2625, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82316% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76899% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73403% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 2630, 20042003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 2630, 20042003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.875000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.819808% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.763976% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.728722% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California, at 10:00 A.M., New York City time, on October 26February 28, 20042001, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”"CLOSING DATE", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), the parties hereto have agreed that the Closing Date will be not later than October 26February 28, 20042001, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.82014% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77128% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74737% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October April 26, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October April 26, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in of ___% of the case principal amount of (i) the Class A-1 Notes, 100.00000___% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374Notes and ___% of the principal amount thereof; (iii) of the Class A-3 Notes, 99.98471% Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “"Global Notes”") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Representative order of the Currency Swap Provider at the offices office of XxXxx Xxxxxx LLPXxxxx, New YorkXxxxx & Xxxxx, New York at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26September __, 20041999, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Trust Manager determine, such time being herein referred to as the “"Closing Date”, ," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.91500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.85629% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.80314% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74638% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26June 19, 2004, 2007 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26June 19, 20042007, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81927% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77166% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73802% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP, New YorkLos Angeles, New York California at 10:00 A.M., New York City time, on October 26February 25, 20042003, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26February 25, 20042003, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.99110% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.99960% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.98656% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26June 22, 2004, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26June 22, 2004, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.875001% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.792096% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.762825% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.737990% of the principal amount thereof, in the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx Weil, Gotshal & Manges LLP, New York, New York York, at 10:00 A.M.a.m., New York City time, on October 26Augxxx 00, 20042000, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Weil, Gotshal & Manges LLP at least 24 hours prior to the Closing Date. The Company Xxx Xxmpany will deliver the Certificates Residual Interest Certificate to the above office of XxXxx Xxxxxx Weil, Gotshal & Manges LLP on the Closing Date. The certificate for the Certificates Residual Interest Certificate so to be xx xx delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx Weil, Gotshal & Manges LLP at least 24 hours prior to the Closing Date. Pursuant Xxxxxxnt to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26August 10, 20042000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Underwritten Notes at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.90000% of the principal amount thereof; (ii) the Underwritten Class A-2 Notes, 99.9937499.80997% of the principal amount thereof; (iii) the Underwritten Class A-3 Notes, 99.9847199.78794% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.75259% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Underwritten Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Underwritten Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York at 10:00 A.M.10000 xx 00:00 x.m., New York City time, on October 26August 16, 20042000, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Underwritten Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing DateDatx. The Company Seller will deliver the Class B Notes, the Direct Purchase Notes and the Certificates to the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates Xxxxifixxxxs so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of XxXxx Xxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing DateDatx. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26August 16, 20042000, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.99566% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.98870% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.99855% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26January 19, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26January 19, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81775% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76039% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.72583% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26December 12, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26December 12, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81975% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.77609% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.73123% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 2625, 2004, 2006 or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 2625, 20042006, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.0000099.87% of the principal amount thereof; (ii) the Class A-2 Notes, 99.9937499.81093% of the principal amount thereof; (iii) the Class A-3 Notes, 99.9847199.76871% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.9733399.74397% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of XxXxx Xxxxxx LLP, New York, New York at 10:00 A.M., New York City time, on October 26June 14, 20042005, or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26June 14, 20042005, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000______% of the principal amount thereof; (ii) the Class A-2 Notes, 99.99374______% of the principal amount thereof; (iii) the Class A-3 Notes, 99.98471______% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333______% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Credit Suisse First Boston by the Company at a bank acceptable to the Representative Credit Suisse First Boston, at the offices of XxXxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York at 10:00 A.M., New York City time, on October 26__, 20041997, or at such other time not later than seven full business days thereafter as the Representative Credit Suisse First Boston and the Company determine, such time being herein referred to as the “"Closing Date”", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx llp at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP Skadden, Arps, Slate, Xxxxxxx & Xxxx at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than October 26__, 2004, unless otherwise agreed to as described above1997.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, 100.00000________% of the principal amount thereof; (ii) of the Class A-2 Notes, 99.99374% A Notes (which aggregate amounts shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, 99.98471% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.97333% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A I hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the “Global Notes”"GLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (“the "DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative drawn to the order of the Westpac Banking Corporation (the "CURRENCY SWAP PROVIDER") at the offices office of XxXxx Xxxxxx LLPXxxxx, New YorkXxxxx, New York at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on October 26November ___, 2004, 2003 or at such other time not later than seven full business days thereafter as the Representative CSFB and the Company Manager determine, such time being herein referred to as the “Closing Date”, "CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of XxXxx Xxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than October 26, 2004, unless otherwise agreed to as described above.