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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73478% 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 NotesGLOBAL 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 Xxxxxxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __July 24, ____]2001, 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 DateCLOSING 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __July 24, ____]2001, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 Class A Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, [____]%99.900000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.823960% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.787147% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.729339% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Squarx, California at 10:00 A.M.Xxx Yorx, New York City timeXew Yorx 00000 xx 00:00 x.x., on [____ __Xxx Xxxx xxxx, ____]xx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __November 15, ____]2000, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81852% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77778% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74798% 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 Xxxxxxxxxx Dewey Ballantine LLP, Los Angeles, California at 10:00 A.M., New York City timeYoxx Xxxx xxxx, on [____ __xx July 24, ____]2002, 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 Xxxxxxxxxx Dewey Ballantine LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __July 24, ____]2002, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which aggregate amounts shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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 Xxxxxxxxxx LLPXxxxx, Los AngelesXxxxx, California at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [November ____ __, ____], 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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 and the Co-Obligor jointly and severally agree to sell to the Notes Underwriters, and the Notes Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Co-Obligor, at a the purchase price of, set forth in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereofSchedule B hereto, 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 to the Notes Underwriters, 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 Prospectus. Payment for the Notes shall be made by the Notes 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 Barclays Capital Inc. (“Barclays”) by the Company at a bank acceptable to Barclays or by official bank check or checks in federal reserve (same day) funds drawn to the Representative order of the Company, at the offices office of the Company, 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx Xxxxxxxxxx LLP00000-0000, Los Angeles, California at 10:00 9:00 A.M., New York City Dallas, Texas time, on [____ __May 24, ____], 2010 or at such other time not later than seven full business days thereafter as the Representative you 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 Securities in definitive form shall be made available to the Notes Underwriters for checking at the above office of Xxxxx Xxxxxxxxxx LLP at least inspection not later than 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82371% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76749% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73298% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __August 19, ____]2003, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 19, ____]2003, 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, [____]%4.22063% of the principal amount thereof; (ii) the Class A-2 Notes, [____]4.54% of the principal amount thereof; (iii) the Class A-3 Notes, [____]4.61% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]4.69% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __October 25, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 25, ____]2005, 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, [____]%__% of the principal amount thereof; (ii) the Class A-2 Notes, [____]__% of the principal amount thereof; (iii) the Class A-3 Notes, [____]__% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]__% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los Angeles000 Xxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on [____ October __, ____]1997, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 __, ____], unless otherwise agreed to as described above1997.

Purchase, Sale and Delivery of Notes. On the basis of the representations, ------------------------------------ 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 CompanyCompany the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters on Schedule A hereto, at a purchase price of, in the case of (i) the Class A-1 Notes, [____[ ]%% of the principal amount thereof; (ii) the Class A-2 Notes, [____[ ]% of the principal amount thereof; (iii) the Class A-3 Notes, [____[ ]% of the principal amount thereof; [in each case plus the accrued interest at the applicable Note Interest Rate from ___, 1999] and (iv) the Class A-4 Notes, [____[ ]% of the principal amount thereof, plus in each case, accrual interest at the respective principal amounts of each Class applicable Note Interest Rate from [ ], 1999. On the basis of the Notes representations warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company also agrees to sell and the Representative agrees to purchase from the Company, the aggregate principal amount of the Certificates set forth opposite the names on Schedule A hereto at a purchase price of [ ]% of the Underwriters in Schedule A heretoprincipal amount thereof. The Company will deliver against payment of the purchase price, the Notes of each Class and the Certificates, each in the form of one or more permanent global securities in definitive form (the "Global Notes" or "Global Certificates," as the case may be) [deposited with the Indenture Trustee 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 or Global Certificates will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes and the Certificates shall be made by the Underwriters in Federal (same day) funds by official check or checks at the offices of Mc-Guire, Woods, Battle & Xxxxxx LLP, 000 Xxxx Xxxx Xxxxxx, Richmond, Virginia 23219 or by 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M.a.m., New York City time, on [____ __[ ], ____]1999, 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 Trustee] as custodian for DTC of the Global Notes and the Global Certificates representing all of the NotesNotes and the Certificates. The Global Notes and the Global Certificates will be made available for checking at the above office of Xxxxx Xxxxxxxxxx XxXxxxx Xxxxx, Battle & Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82463% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77653% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.72727% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __August 22, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 22, ____]2006, 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, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]equal to 96.85% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx LLP, Los Angeles, California Company at 10:00 A.M., New York City time, on [____ __April 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, against 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 Indenture Trustee as custodian for DTC Company from time to time not more than 30 days subsequent to the date of the Global Notes representing Prospectus, the Underwriters may purchase all or less than all of the Notes. The Global Notes will be made available for checking Optional Securities at the above office of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior purchase price to be paid for the Closing DateFirm Securities, plus accrued interest thereon, if any, from April 15, 2004. The Company will deliver the Certificates agrees to sell to the above office Underwriters the aggregate principal amount of Xxxxx Xxxxxxxxxx LLP on Optional Securities specified in such notice, and the Closing DateUnderwriters agree, severally and not jointly, to purchase such Optional Securities. The certificate Such Optional Securities shall be purchased for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name account of the Company and will be made available for checking at the above office of 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 [____ __, ____], unless otherwise agreed to as described above.each Underwriter in

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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81775% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76039% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.72583% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __December 12, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __December 12, ____]2005, 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, [____]%_._____ % of the principal amount thereof; (ii) the Class A-2 Notes, [____]_._____ % of the principal amount thereof; (iii) the Class A-3 Notes, [____]_._____ % of the principal amount thereof; and (iv) the Class A-4 Notes, [____]_._____ % 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 Xxxxxxxxxx LLP______________, Los AngelesNew York, California New York, at 10:00 A.M.a.m., New York City time, on [____ _______, ____]___, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 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 [____ ____________, ____]__, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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 Xxxxxxxxxx LLPMayer, Los AngelesBrown, California at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [____ __, ____]___, 2003, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.875% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82092% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77536% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73316% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __August 16, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 16, ____]2005, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which aggregate amounts shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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 Xxxxxxxxxx Mayer, Brown, Xxxx & Maw LLP, Los Angeles0000 Xxxxxxxx, California at Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on April [____ __, ____], 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [______]%% of the principal amount thereof; (ii) the Class A-2 Notes, [_______]% of the principal amount thereof; (iii) the Class A-3 Notes, [_______]% of the principal amount thereof; and (iv) the Class A-4 Notes, [______]% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __, ____], __] 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __, ____], 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which aggregate amounts shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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 Xxxxxxxxxx LLP, Los Angeles, California at _________________ not later than 10:00 A.M., New York City time, on [____ __October 24, ____]2002, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81923% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76312% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74796% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __December 16, ____]2003, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __December 16, ____]2003, 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, [____]%5.066% of the principal amount thereof; (ii) the Class A-2 Notes, [____]5.43% of the principal amount thereof; (iii) the Class A-3 Notes, [____]5.50% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]5.63% 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 at the offices of Xxxxx Xxxxxxxxxx LLPXxxxxxx Xxxxx, Los Angeles, California at 10:00 A.M.a.m., New York City time, on [____ __January 20, ____]1999, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __January 20, ____]1999, unless otherwise agreed to as described above. 4.

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, [____]99.99566% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.98870% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.99855% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __January 19, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __January 19, ____]2005, 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, [____]%99.875000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.821415% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.763969% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.727383% 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 NotesGLOBAL 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 Xxxxxxxxxx LLP, Los Angeles, California California, at 10:00 A.M., New York City time, on [____ __October 25, ____]2000, 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 DateCLOSING 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 25, ____]2000, 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, [____]%99.875000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.819808% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.763976% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.728722% 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 NotesGLOBAL 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 Xxxxxxxxxx LLP, Los Angeles, California California, at 10:00 A.M., New York City time, on [____ __February 28, ____]2001, 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 DateCLOSING 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __February 28, ____]2001, 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, [____]%.__% of the principal amount thereof; (ii) the Class A-2 Notes, [____]% .__% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% .___% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% .__% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los AngelesNew York, California New York, at 10:00 A.M.A.M.., New York City time, on [___________ __, ____]____ , 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____________________ __, ____]_______ , 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82388% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77849% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74676% 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 NotesGLOBAL 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 Xxxxxxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __October 17, ____]2001, 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 DateCLOSING 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 17, ____]2001, 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, [____]%99.90000% of the principal amount thereof; (ii) the Underwritten Class A-2 Notes, [____]99.80997% of the principal amount thereof; (iii) the Underwritten Class A-3 Notes, [____]99.78794% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.75259% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10000 xx 00:00 x.m., New York time, on [____ __August 16, ____]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 Underwritten Notes. The Global Notes will be made available for checking at the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 16, ____]2000, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81539% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77602% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.72276% 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __May 21, ____]2003, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __May 21, ____]2003, 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 and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Initial Notes set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, 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 price 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 Issuers, at the offices at the office of Xxxxx Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, Los Angeles000 Xxxx Xxxxxx, California Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Closing Location”), at [10:00 A.M.a.m.], New York City time, on August [____ __—], ____]2014, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company Partnership Parties 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, against the First 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 Initial Notes sold pursuant to the Indenture Trustee as custodian for DTC offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Global Notes representing documents to be delivered pursuant to this Agreement will be available for review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Notes. The Global Option Notes will be made available for checking at in the above office principal amount of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company will deliver the Certificates Issuers agree to sell to the above office Underwriters the principal amount of Xxxxx Xxxxxxxxxx LLP on Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Initial Notes set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes 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 the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date. The certificate for ”, which may be the Certificates so to be delivered will be in definitive form, in authorized denominations First Closing Date (the First Closing Date and registered in the name of the Company and will be made available for checking at the above office of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the each Optional Closing Date. Pursuant , if any, being sometimes referred to Rule 15c6-1(d) under as a “Closing Date”), shall be determined by the Exchange Act, the parties hereto have agreed that the Closing Date will Representatives but shall be not later than [____ __five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, ____in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Issuers, at the Closing Location. A meeting will be held at the Closing Location at [3:00 p.m.], unless otherwise agreed New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to as described abovebe delivered pursuant to this Agreement will be available for review by the parties hereto.

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, [____]%99.85800% of the principal amount thereof; , (ii) the Class A-2 Notes, [____]99.75015% of the principal amount thereof; , (iii) the Class A-3 Notes, [____]99.68943% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, [____]99.61456% 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 Xxxxxxxxxx Xxxxxxx XxXxxxxxx LLP, Los AngelesNew York, California at New York not later than 10:00 A.M., New York City time, on [____ __February 24, ____], 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 Xxxxxxxxxx Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __February 24, ____]2010, 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, [____]%99.890625% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.968750% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.984375% of the principal amount thereof; and (iv) the Class A-4 B Notes, [____]99.968750% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los Angeles000 Xxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on [____ __October 28, ____]1999, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 28, ____]1999, 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 B Notes at a purchase price of, in the case of (i) the Class A-1 B Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.57628% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City time10030 xx 00:00 x.x., on [____ __New Xxxx xxxx, ____]xx Xxxxxx 00, or at such 0000, xx xx xxxx 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company Xxe Seller will deliver the Class A Notes, the Direct Purchase Notes and the Certificates to the above office of Xxxxx Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates thx Xxxxxficxxxx 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant Xxrsuant 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 [____ __August 16, ____]2000, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82474% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77951% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74211% 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __May 22, ____]2002, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __May 22, ____]2002, 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 Trust agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the CompanyTrust, at a purchase price of, in the case of (i) the Class A-1 F Notes, [____]%100% of the principal amount thereof; thereof and (ii) the Class A-2 S Notes, [____]68% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Trust will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities definitive notes, in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") authorized denominations and registered in such names as the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Underwriter shall specify to the Trust and such Notes will be held only in book-entry form through DTCmade available for checking at the office of Hunton & Willxxxx, except in Xxchmond, Virginia, at least 24 hours prior to the limited circumstances described in the ProspectusClosing Date. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds Underwriter by official check or checks or wire transfer to an account in New York previously designated to the Representative by Note Proceeds Account established under the Company at a bank acceptable to the Representative at the offices of Xxxxx Xxxxxxxxxx LLPIndenture, Los Angeles, California at 10:00 A.M.a.m., New York City time, on [____ __January 20, ____]2000, or at such other time not later than seven full business days thereafter as the Representative and Merrxxx Xxxcx xxx 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 Underwriter of the Notes. The Global Notes will be made available for checking at the above office of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company Trust will deliver the Certificates to the above office of 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 such names as the Company Underwriter shall specify to the Trust and will be made available for checking at the above office of Xxxxx Xxxxxxxxxx LLP at Hunton & Willxxxx xx 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 [____ __January 20, ____]2000, 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, [____]%99.87% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81093% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76871% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74397% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __June 14, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __June 14, ____]2005, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81927% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77166% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73802% 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __February 25, ____]2003, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __February 25, ____]2003, 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, [____]99.99110% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.99960% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.98656% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __June 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __June 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 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 at 00:00 x.m., Xxw York time, on [____ __December 18, ____]2002, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __December 18, ____]2002, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81699% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76461% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.72558% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __April 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __April 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 and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Initial Notes set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, 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 price 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 Issuers, at the offices at the office of Xxxxx Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, Los Angeles000 Xxxx Xxxxxx, California Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Closing Location”), at [10:00 A.M.a.m.], New York City time, on September [____ __—], ____]2014, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company Partnership Parties 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, against the First 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 Initial Notes sold pursuant to the Indenture Trustee as custodian for DTC offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Global Notes representing documents to be delivered pursuant to this Agreement will be available for review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Notes. The Global Option Notes will be made available for checking at in the above office principal amount of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company will deliver the Certificates Issuers agree to sell to the above office Underwriters the principal amount of Xxxxx Xxxxxxxxxx LLP on Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Initial Notes set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes 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 the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date. The certificate for ”, which may be the Certificates so to be delivered will be in definitive form, in authorized denominations First Closing Date (the First Closing Date and registered in the name of the Company and will be made available for checking at the above office of Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the each Optional Closing Date. Pursuant , if any, being sometimes referred to Rule 15c6-1(d) under as a “Closing Date”), shall be determined by the Exchange Act, the parties hereto have agreed that the Closing Date will Representatives but shall be not later than [____ __five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, ____in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Issuers, at the Closing Location. A meeting will be held at the Closing Location at [3:00 p.m.], unless otherwise agreed New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to as described abovebe delivered pursuant to this Agreement will be available for review by the parties hereto.

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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]9 % of the principal amount thereof; thereof plus accrued interest from April 5, 2001 to the Closing Date (iiias hereinafter defined) (the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxxxxxx LLPXxxxxx, Los AngelesXxx Xxxx, California Xxx Xxxx 00000 at 10:00 9:30 A.M., (New York City time), on [____ __April 5, ____], 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 Xxxxxxxxxx LLP Xxxxxx & 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 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 Xxxxxxxxxx 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 [____ __, ____], unless otherwise agreed to as described above.caption

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, [____]%99.91000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.85317% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.80093% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73267% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __June 26, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __June 26, ____]2008, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City time10036 xx 00:00 a.x., on [____ __New Yxxx xxxx, ____]xx Xxxxxxx 00, or at such other 0000, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 12, ____]2001, 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, [____]%___% of the principal amount thereof; (ii) the Class A-2 Notes, [____]___% of the principal amount thereof; (iii) the Class A-3 Notes, [____]___% of the principal amount thereof; and (iv) the Class A-4 B Notes, [____]___% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los Angeles000 Xxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on [____ __October 28, ____]1999, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 ____ __, ____]1999, 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, [____]%99.88000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77805% of the principal amount thereof; and (iviii) the Class A-4 A-3 Notes, [____]99.72830% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __January 29, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __January 29, ____]2009, 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, [____]%99.1500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.85884% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.81000% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.77000% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __August 23, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 23, ____]2007, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 at 00:00 x.m., Xxw York time, on [__________ __, ____]2002, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [__________ __, ____]2002, 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 UnderwritersClass B Underwriter, and the Underwriters agree, severally and not jointly, Class B Underwriter agrees to purchase from the CompanySeller, the Class B Notes at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.651316% of the principal amount thereof; (iii) of the Class A-3 B Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 B 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 B Notes shall be made by the Underwriters Class B 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 Class B Underwriter by the Company Seller at a bank acceptable to the Representative Class B Underwriter, at the offices of Xxxxx Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los AngelesXxxx Xxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on [____ __November 15, ____]2000, or at such other time not later than seven full business days thereafter as the Representative Class B Underwriter 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 B Notes. The Global Notes will be made available for checking at the above office of Xxxxx Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Class A Notes and the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __November 15, ____]2000, 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, [____]%99.875000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.850000% of the principal amount thereof; (iii) the Underwritten Class A-3 Notes, [____]99.805000% 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, [____]99.644423% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 at 10:00 x.m., Xxx York time, on [____ __April 18, ____]2001, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __April 18, ____]2001, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 at 10:00 a.m., New York time, on [____ October __, ____]2001, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 __, ____]2001, 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 Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanyCorporation, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]98.887% of the principal amount thereof; of the Notes plus accrued interest, if any, from April 12, 2024 (iii) and in the Class A-3 Notesmanner set forth below), [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 heretohereto plus the principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Company will deliver against payment Payment of the purchase price, price and delivery of the Global Note for the Notes to be purchased by the Underwriters shall be made at the offices of each Class Sxxxxx Xxxxxx LLP, 700 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Corporation and the Representatives) at 10:00 a.m., London time, on April 12, 2024 (unless postponed in accordance with the form provisions of one Section 10 hereof), or more permanent global securities in definitive form such other time and date as the Underwriters and the Corporation shall mutually agree (the "Global Notes") deposited with time and date of such closing is called the Indenture Trustee as custodian for “Closing Date”). The Depository Trust Company ("DTC") and Notes shall be registered in the name of Cede & Co.The Bank of New York Mellon, London Branch as nominee for DTCThe Bank of New York Mellon, London Branch, as common depositary (the “Common Depositary”) for Clearstream and Euroclear. Interests Barclays Bank PLC or such other Underwriter as the Corporation may direct to settle the Notes (the “Settlement Bank”) acknowledges that the Notes represented by the Global Note will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Corporation as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes (i.e. less the commissions and expenses to be deducted from the subscription monies in accordance with clause 5(n) below, with any permanent applicable transfer taxes payable under any state or federal law of the United States in connection with the sale of the Notes duly paid by the Corporation) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Notes represented by the Global Note shall be held to the order of the Corporation as set out above and (ii) the net subscription monies for the Notes received in the Commissionaire Account (i.e. less the commissions and expenses deducted from the subscription monies in accordance with clause 5(n) below) will be held only in book-entry form through DTC, except in on behalf of the limited circumstances described in Corporation until such time as they are transferred to the ProspectusCorporations’ order. Payment The Settlement Bank undertakes that the net subscription monies for the Notes (i.e. less the commissions and expenses deducted from the subscription monies in accordance with clause 5(n) below) will be transferred to the Corporation’s order promptly following receipt of such monies in the Commissionaire Account. The Corporation acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian/Luxembourg Civil Code in respect of the Commissionaire Account. It is understood that each Underwriter has authorized Barclays Bank PLC, for each Underwriter’s account, to accept delivery of, receipt for, and make payment of, as applicable, the principal amount of the Notes which each Underwriter has agreed to purchase. Barclays Bank PLC, individually and not as a representative of the Underwriters, may (but shall not be made obligated to) make payment of the principal amount of the Notes to be purchased by any Underwriter whose payment has not been received 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], 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 Notesbut such payment shall not relieve such Underwriter from its obligations hereunder. The Global Note for the Notes will be made available for checking at examination by the above office of Xxxxx Xxxxxxxxxx LLP at least 24 hours Representatives not later than 12:00 Noon, London time, on the last business day prior to the Closing Date. The Company will deliver the Certificates All other documents referred to the above office of Xxxxx Xxxxxxxxxx LLP on the Closing Date. The certificate for the Certificates so herein that are 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 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 shall be not later than [____ __delivered at that time at the offices of Sidley Austin LLP, ____]700 Xxxxxxx Xxxxxx, unless otherwise agreed to as described aboveXxx Xxxx, Xxx Xxxx 00000.

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, [____]%100.000000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.998812% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.990796% of the principal amount thereof; and (iv) the Class A-4 B Notes, [____]99.990291% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los Angeles000 Xxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M.a.m., New York City time, on [____ __August 20, ____]1998, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 20, ____]1998, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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, Xxxxx Xxxxxxxxxx LLP& Xxxxx, Los Angeles0000 Xxxxxxxx, California at Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [____ __, __________], 2001, 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", 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82061% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77425% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74204% 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 Xxxxxxxxxx LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __November 20, ____]2002, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __November 20, ____]2002, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]_% of the principal amount thereof; (iii) of the Class A-3 Notes, [A-1 Notes and ____]_____% of the principal amount thereof; and (iv) of the Class A-4 Notes, [____]% A-2 Notes (which amount shall be net of the principal amount thereof, commissions payable to the Underwriters) 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 Xxxxxxxxxx LLPXxxxx, Los AngelesBrown & Xxxxx, California at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [____ __February 28, ____]2001, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.85800% of the principal amount thereof; , (ii) the Class A-2 Notes, [____]99.75280% of the principal amount thereof; , (iii) the Class A-3 Notes, [____]99.68505% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, [____]99.62187% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California at New York not later than 10:00 A.M., New York City time, on [____ __July 14, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __July 14, ____]2009, 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, [____]%99.91500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.85629% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.80314% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74638% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __June 19, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __June 19, ____]2007, 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, [______]%% of the principal amount thereof; (ii) the Class A-2 Notes, [______]% of the principal amount thereof; (iii) the Class A-3 Notes, [______]% of the principal amount thereof; and (iv) the Class A-4 Notes, [______]% 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 Xxxxxxxxxx LLP[______], Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [______ __, ____], 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 Xxxxxxxxxx LLP [______] at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [______ __, ____], 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]equal to 77.0427% of the principal amount thereof; (iii) at maturity thereof plus the Class A-3 Notesincrease in accreted value from August 10, [____]% of 2001 to the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 NotesSecurities") 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 Xxxxxxxxxx LLPXxxxxx Xxxxxx & Xxxxxxx, Los Angeles00 Xxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx at 10:00 A.M., 9:00 A.M. (New York City time), on [____ __August 10, ____], 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 Xxxxxxxxxx LLP Xxxxxx Xxxxxx & Xxxxxxx at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82074% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77673% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73501% 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 Xxxxxxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __January 29, ____]2002, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __January 29, ____]2002, 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, [____]%PERCENTAGE]% of the principal amount thereof; (ii) of the Class A-2 Notes, [____]% A Notes (which amount shall be net of the principal amount thereof; (iiicommissions payable to the Underwriters) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 NotesGLOBAL 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 Xxxxxxxxxx LLPXxxxx, Los AngelesBrown, California at Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [____ __, ____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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.81975% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77609% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73123% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __October 25, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 25, ____]2006, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82014% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77128% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74737% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __April 26, ____]2005, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __April 26, ____]2005, 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, [____]%99.880000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.852500% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.805000% 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, [____]99.648569% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City time10036 at 00:00 x.m., on [____ __Xxw York xxxx, ____]xx Xxxx 00, or at such other time 0000, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __June 14, ____]2001, 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, [____]%99.875001% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.792096% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.762825% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.737990% 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 Xxxxxxxxxx Weil, Gotshal & Manges LLP, Los AngelesNew York, California New York, at 10:00 A.M.a.m., New York City time, on [____ __Augxxx 00, ____]2000, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __August 10, ____]2000, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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 Xxxxxxxxxx Skadden, Arps, Slate, Meagher & Flom LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 xx 00:00 a.x., New York time, on [____ __December 13, ____]2001, 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __December 13, ____]2001, 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, [____]%5.32200% of the principal amount thereof; (ii) the Class A-2 Notes, [____]5.25% of the principal amount thereof; (iii) the Class A-3 Notes, [____]5.10% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]5.09% 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 Xxxxxxxxxx McKee Nelson LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __xx Xxxxxxxy 27, ____], 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __February 27, ____]2007, unless otherwise agreed to as described above.

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, [____]%-% of the principal amount thereof; (ii) thereof plus accrued interest, if any, from July -, 1999, to the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% 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" and, together with the Dollar Global Notes, the "Global Notes") deposited with ). Beneficial interests in the Indenture Trustee as custodian for 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 at the offices of Xxxxx Xxxxxxxxxx LLP, Los Angeles, California Lehmxx Xxxthers International (Europe) at 10:00 A.M., a.m. (New York City time), on [____ __July -, ____]1999, 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 Xxxxxxxxxx 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 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 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 [____ __, ____], 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, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%99.88000% of the principal amount thereof; , (ii) the Class A-2 Notes, [____]99.75551% of the principal amount thereof; , (iii) the Class A-3 Notes, [____]99.69672% of the principal amount thereof; thereof and (iv) the Class A-4 Notes, [____]99.62211% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __May 12, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __May 12, ____]2009, 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, [____]%99.90000% of the principal amount thereof; thereof and (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.75100% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __December 16, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __December 16, ____]2008, 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, [____]%_________% of the principal amount thereof; (ii) the Class A-2 Notes, [____]_________% of the principal amount thereof; (iii) the Class A-3 Notes, [____]_________% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]_________% 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Los AngelesFour Times Square, California at 10:00 A.M.New York, New York City 10036 at 10:00 a.m., New York time, on [____ __, ____]_________, 2001, 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 Xxxxxxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at least 24 hours prior to the Closing Date. The Company Seller will deliver the Class B Notes and the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __, ____]_________, 2001, 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82316% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.76899% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.73403% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __October 30, ____]2003, 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 30, ____]2003, 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, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [A-2 Notes and ____]% of the principal amount thereof; and (iv) of the Class A-4 Notes, [____]% A-3 Notes (which amount shall be net of the principal amount thereof, commissions payable to the Underwriters) 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, Xxxxx Xxxxxxxxxx LLP& Xxxxx, Los Angeles0000 Xxxxxxxx, California at Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on [____ September __, ____]1999, 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 Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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, [____]%99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.82170% of the principal amount thereof; (iii) the Class A-3 Notes, [____]99.77603% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.74146% 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 Xxxxxxxxxx XxXxx Xxxxxx LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __March 28, ____], 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 Xxxxxxxxxx XxXxx Xxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxxxxxxx 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 [____ __March 28, ____]2006, 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 and the Co-Obligor jointly and severally agree to sell to the Notes Underwriters, and the Notes Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Co-Obligor, at a the purchase price ofset forth in Schedule B hereto, in plus accrued interest, if any, from February 28, 2003 to the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereofClosing Date as defined below, 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 the Notes to the Notes Underwriters, at the office of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the purchase priceXxxxxxxx, the Notes of each Class Xxx Xxxx, Xxx Xxxx 00000, 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 Prospectus. Payment for the Notes shall be made by the Notes 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 LLC (“CSFB”) by the Company at a bank acceptable to CSFB or by official bank check or checks in federal reserve (same day) funds drawn to the Representative order of the Company, at the offices office of the Company, 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx Xxxxxxxxxx LLP00000-0000, Los Angeles, California at 10:00 9:00 A.M., New York City timeDallas, Texas Time, on [____ __February 28, ____], 2003 or at such other time not later than seven full business days thereafter as the Representative you 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 Securities will be made available for checking and packaging at the above office of Xxxxx Xxxxxxxxxx LLP LLP, at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], 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 and the Co-Obligor jointly and severally agree to sell to the Notes Underwriters, and the Notes Underwriters agree, severally and not jointly, to purchase from the CompanyCompany and the Co-Obligor, at a the purchase price of, prices set forth in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereofSchedule B hereto, 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 to the Notes Underwriters, 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 Prospectus. Payment for the Notes shall be made by the Notes 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 Xxxxxx Brothers Inc. (“Xxxxxx”) by the Company at a bank acceptable to Xxxxxx or by official bank check or checks in federal reserve (same day) funds drawn to the Representative order of the Company, at the offices office of the Company, 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx Xxxxxxxxxx LLP00000-0000, Los Angeles, California at 10:00 9:00 A.M., New York City Dallas, Texas time, on [____ __April 27, ____], 2007 or at such other time not later than seven full business days thereafter as the Representative you 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 Securities in definitive form shall be made available to the Notes Underwriters for checking at the above office of Xxxxx Xxxxxxxxxx LLP at least inspection not later than 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of 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 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 [____ __, ____], unless otherwise agreed to as described above.