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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Sponsor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 each class of Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) II hereto at a purchase price equal to the product of [_______]% the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereof, the respective principal amount of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in Schedule I heretothe Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the name of such Underwriter in Schedule I hereto. Delivery of Sponsor and payment for X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes shall be made to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Sidley Stroock & Austin Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Notes shall be made against payment of Underwriters and the purchase price Sponsor agree in immediately available funds drawn writing, such time being herein referred to as the order of the Depositor. "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]99.820% of the principal amount thereofof the Class I-A-1 Notes, at a purchase price of 99.760% of the respective principal amount of the Class I-A-2 Notes, at a purchase price of 99.690% of the principal amount of the Class I-B Notes, at a purchase price of 99.810% of the principal amount of the Class II-A-1 Notes, at a purchase price of 99.780% of the principal amount of the Class II-A-2 Notes, and at a purchase price of 99.760% of the principal amount of the Class II-A-3 Notes, at a purchase price of 99.720% of the principal amount of the Class II-A-4 at a purchase price of 99.650% of the principal amount of the Class II-B Notes Notes, at a purchase price of 99.550% of the principal amount of the Class II-C Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% names of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter Underwriters in Schedule I hereto. Delivery In addition, the Depositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, a Division of and payment McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the structuring of the Notes of $1,034,631. The Depositor will deliver or cause the delivery of the Notes to the Representative (or its designee) for the Notes shall be made respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of Sidley & Austin XxXxx Xxxxxx LLP, 000 Xxx Xxxxxxx XxxxxxXxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , on December 7, 2006, or at such other time not later than seven full Business Days thereafter as the Notes shall be made against payment of Representative and the purchase price in immediately available funds drawn Depositor determine, such time being herein referred to as the order of the Depositor. “Closing Date.” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.860000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.814316% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2a Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]99.820000% of the principal amount thereof, the respective principal amount of the Class A-2-B A-2b Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (d) at a purchase price of [_______]99.778113% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley Oxxxxx, Hxxxxxxxxx & Austin Sxxxxxxxx LLP, 000 Xxxxxxx 400 Xxxxxx Xxxxxx, Xxx XxxxSan Francisco, Xxx Xxxx 00000California 94105 on April 29, 2008 (the "Closing Date"). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “"Cede & Co.,” " the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.83500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in is Schedule I hereto, (b) at a purchase price of [_______]99.83424% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.82489% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.82589% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [____% of the principal amount of the Class ____ Notes, at a purchase price of ____% of the principal amount of the Class ____ Notes the respective principal amounts of each class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. In addition, the Seller agrees to cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes and the Certificates of $_______]% ______. The Seller will deliver the Notes to the Representative for the respective accounts of the principal amount thereofUnderwriters, the respective principal amount against payment of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price to or upon the order of [the Seller by wire transfer or check in Federal (same day) Funds, at the office of _______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [__ _______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of ___________, on ______________, ________, or at such other time not later than seven full business days thereafter as the principal amount thereofRepresentative and the Seller determine, such time being herein referred to as the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______[ ]% of the principal amount thereof, the respective principal amount of the Class A-1 [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______[ ]% of the principal amount thereof, the respective principal amount of the Class A-2-A [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______[ ]% of the principal amount thereof, the respective principal amount of the Class A-2-B [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (d) at a purchase price of [_______[ ]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLPllp, 000 Xxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000Xxxxxxxxxx 00000 on [ ], 20[ ] (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Company agrees to sell to each Underwriter, the Underwriters and each Underwriter agreesthe Underwriters, severally and not jointly, agree to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereofCompany, the respective aggregate principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) at a the purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in on Schedule I hereto, . (cb) at a Payment of the purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made by wire transfer in Federal (same day) funds upon delivery of certificates for the Notes in book-entry form through the facilities of The Depository Trust Company (“DTC”), New York, New York, at 10:00 A.M., New York City time, on the office third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Section 9 hereof) following the date hereof or such other time not later than ten business days after such date as shall be agreed upon by Bear Sxxxxxx and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Delivery of the documents required by Section 6 of this Agreement with respect to the Notes shall be made against payment on the Closing Date at the office of Gxxxxx, Dxxx & Cxxxxxxx LLP, 300 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by Bear Sxxxxxx and the Company. (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in immediately available Federal (same day) funds drawn to the order Company or as directed by the Company upon delivery of the Depositor. The Notes to be so delivered will be initially represented by one or more definitive global certificates for the Notes registered in the name of “Cede & Co.,” as nominee for DTC, for the nominee account of The Depository Trust Company (“DTC”)Bear Sxxxxxx through DTC for further credit to the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The interests of beneficial owners Company will permit Bear Sxxxxxx to examine such certificates at least one full business day prior to the Closing Date. It is understood that each Underwriter has authorized Bear Sxxxxxx to execute this Agreement on its behalf and, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenturewhich it has agreed to purchase.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Sponsor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 each class of Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) II hereto at a purchase price equal to the product of [_______]% the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereof, the respective principal amount of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in Schedule I heretothe Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (ca) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I heretoNotes, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the name of such Underwriter in Schedule I hereto. Delivery of Sponsor and payment for Xxxxxxx Xxxxx Xxxxxx Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes shall be made to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Sidley Stroock & Austin Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , at 10:00 a.m., New York time on February 28, 2003, or at such other time not later than seven full business days thereafter as the Notes shall be made against payment of Underwriters and the purchase price Sponsor agree in immediately available funds drawn writing, such time being herein referred to as the order of the Depositor. "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.85000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.73314% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.69075% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.61153% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx 500 Xxxxxxxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000Xxxxxxxxxx 00000 on April 21, 2010 (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.90000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.79195% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.74448% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.69052% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Sponsor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 each class of Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) II hereto at a purchase price equal to the product of [_______]% the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereof, the respective principal amount of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in Schedule I heretothe Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (ca) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I heretoNotes, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the name of such Underwriter in Schedule I hereto. Delivery of Sponsor and payment for Xxxxxxx Xxxxx Xxxxxx Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes shall be made to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Sidley Stroock & Austin Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , at 10:00 a.m., New York time on February 28, 2003, or at such other time not later than seven full business days thereafter as the Notes shall be made against payment of Underwriters and the purchase price Sponsor agree in immediately available funds drawn writing, such time being herein referred to as the order of the Depositor. “Closing Date.” The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.90000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.84770% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.76513% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.66719% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Resources and the Depositor agrees jointly and severally agree to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust: the Series 1999A-1 Notes, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite Series 1999A-1 Notes; the name of such Underwriter in Schedule I heretoSeries 1999A-2 Notes, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Series 1999A-2 Notes; and the Series 1999B-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereofof the Series 1999B-1 Notes, the respective principal amount amounts of the Class A-2-B each Series of Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto. The Notes will bear interest at the rates as set forth in Schedule I. (b) No later than 12:00 noon, (d) at a purchase price of [Cincinnati time, on _______]% of __, 1999, or at such other time or on such earlier or later date as shall have been mutually agreed upon by the principal amount thereofDepositor and the Representative, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I heretoDepositor shall deliver, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for or cause to be delivered the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes Indenture Trustee to be so delivered will be initially represented by one or more Notes registered held in the name of “Cede & Co.,” the nominee its custody pursuant to a FAST delivery arrangement with and on behalf of The Depository Trust Company (“"DTC”). The interests ") which Notes shall be in form satisfactory to the Representative duly executed by the Depositor, and shall deliver a specimen copy of beneficial owners each executed and authenticated Note to the Representative together with the other documents hereinafter mentioned; and the Representative shall accept such delivery for the respective accounts of the Underwriters and the Underwriters shall pay the purchase price of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances as set forth in Schedule I by wire transfer in clearinghouse funds to the IndentureIndenture Trustee for the account of the Depositor. Such payment and delivery is herein called the "Closing," and the date of the Closing is herein called the "Closing Date." The Notes (one Note for each series in the respective principal amount thereof unless otherwise required by the rules and regulations of DTC) shall be made available to the Representative for checking and delivery to the Indenture Trustee not less than 24 hours prior to the Closing at a place designated by the Representative. The Notes may be typewritten and shall be registered in the name of Cede & Co. The Depositor and the Co-Owner Trustee on behalf of the Trust will file with DTC a DTC Letter of Representation, together with any rider and/or supplement thereto, required by DTC to permit the Notes to be held in the custody of the Indenture Trustee pursuant to a FAST delivery arrangement.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-1 A‑1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-A A‑2A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-B A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-3 A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-4 A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto [and (f) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto]. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [●], 202[_], (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.82608% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]99.83500% of the principal amount thereof, the respective principal amount of the Class A-2-B A-2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.76621% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (e) at a purchase price of [_______]99.72634% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Bank agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust: the Class A-1 Notes, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite Notes; the name of such Underwriter in Schedule I heretoClass A-2 Notes, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite A-2 Notes; the name of such Underwriter in Schedule I heretoClass A-3 Notes, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite Notes; the name of such Underwriter in Schedule I heretoClass A-4 Notes, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite Notes; the name of such Underwriter in Schedule I hereto and (f) Class A-5 Notes, at a purchase price of [___% of the principal amount of Class A-5 Notes; the Class A-6 Notes, at a purchase price of ___% of the principal amount of the Class A-6 Notes; the Class A-7 Notes, at a purchase price of ___% of the principal amount of the Class A-7 Notes; the Class A-8 Notes, at a purchase price of ___% of the principal amount of the Class A-8 Notes; the Class A-9 Notes, at a purchase price of ___% of the principal amount of the Class A-9 Notes; and the Class B Notes at a purchase price of _______]% of the principal amount thereof, the respective principal amount of the Class B Notes, the respective principal amounts of each Class of Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto. In addition, the Bank agrees to pay Smitx Xxxxxx Xxx. a structuring fee equal to 5% of the initial principal amount of the Notes. (b) Delivery to the Representative of and payment for the Notes shall be made at the office of Sidley Stroock & Austin LLPStroock & Lavax XXX, 000 Xxxxxxx Xxxxxx180 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 10:00 A.M., New York City time, on June ___, 1997 (the "Closing Date"). Delivery The place of such closing and the Closing Date may be varied by agreement between the Representative and the Bank. The Notes will be delivered by the Bank to the Representative for the respective accounts of the Notes shall be made Underwriters against payment of the purchase price in immediately available funds drawn therefor to or upon the order of the DepositorBank in Federal Funds, by wire, or such other form of payment as to which the parties may agree. The Each Class of Notes to be so delivered will be initially represented evidenced by one or more Notes registered a single global security in definitive form and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of “Cede & Co.,” the Co. as nominee of The Depository Trust Company (“"DTC”"), and in the other cases, in such names and in such denominations as the Representative shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The interests of beneficial owners of Notes to be delivered to the Notes will Representative shall be represented by book entries made available to the Representative in New York City for inspection and packaging not later than 9:30 a.m., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in business day next preceding the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.82935% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]99.83500% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.75993% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (e) at a purchase price of [_______]99.72313% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Depositor, (a) Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to [(i) in the case of the Class A-1 Notes, [____]% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [____]% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [____]% of the aggregate principal amount thereof, (iv) in the case of the Class A-4 Notes, [____]% of the aggregate principal amount thereof and (v) in the case of the Class B Notes, [____]% of the aggregate principal amount thereof]. The [describe the classes of Underwritten Notes] will initially be represented by [____] notes respectively representing [$[______], $[______], $[______], $[______] and $[______]] aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxxx XxXxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, at [10:00 a.m.], New York time, on [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of , or at such other time not later than seven full business days thereafter as the principal amount thereofSeller, TMCC and the respective principal amount of Representatives determine, such time being herein referred to as the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTCClosing Date”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive The certificates evidencing the DTC Notes will be made available only under limited circumstances set forth for checking and packaging at the office of [___________] in The City of New York at least 24 hours prior to the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (fe) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. .. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000[_____________]. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 A‑1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A A‑2[A] Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) [at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, ,] (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto [and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto]. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP______________________, 000 Xxxxxxx Xxxxxx______________________, Xxx Xxxxon __________ __, Xxx Xxxx 0000020__, (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Depositor, (a) Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-2 Notes, [_______]% of the aggregate principal amount thereof, (ii) in the respective principal amount case of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I heretoA-3 Notes, (b) at a purchase price of [_______]% of the aggregate principal amount thereof, thereof and (iii) in the respective principal amount case of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I heretoA-4 Notes, (c) at a purchase price of [_______]% of the aggregate principal amount thereof. The Underwritten Notes will initially be represented by three notes respectively representing $[__________], the respective $[_______] and $[_______] aggregate principal amount of the Class A-2-B Notes set forth opposite registered in the name of such Underwriter Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in Schedule I heretothe Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxxx XxXxxxxxx LLP, (d) at a against payment to the Seller of the purchase price of for the Underwritten Notes by wire transfer in immediately available funds, at [10:00 a.m.], New York time, on [_______]% of , or at such other time not later than seven full business days thereafter as the principal amount thereofSeller, TMCC and the respective principal amount of Representatives determine, such time being herein referred to as the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTCClosing Date”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive The certificates evidencing the DTC Notes will be made available only under limited circumstances set forth for checking and packaging at the office of [___________] in The City of New York at least 24 hours prior to the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-1 A‑1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-A A‑2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-B A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto [and (fe) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto]. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [●], 202[_], (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Bank agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust: the Class A-1 Notes, (a) at a purchase price of [_______]_% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite Notes; the name of such Underwriter in Schedule I heretoClass A-2 Notes, (b) at a purchase price of [_______]_% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes; and the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]_% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes, the respective principal amounts of each Class of Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto. . (b) Delivery to the Representative of and payment for the Notes shall be made at the office offices of Sidley & Austin LLP_________________, 000 Xxxxxxx Xxxxxxat ___:___ A.M., Xxx XxxxNew York City time, Xxx Xxxx 00000on ___________, 1997 (the "Closing Date"). Delivery The place of such closing and the Closing Date may be varied by agreement between the Representative and the Bank. The Notes will be delivered by the Bank to the Representative for the respective accounts of the Notes shall be made Underwriters against payment of the purchase price in immediately available funds drawn therefor to or upon the order of the DepositorBank in Federal Funds, by wire, or such other form of payment as to which the parties may agree. The Each Class of Notes to be so delivered will be initially represented evidenced by one or more Notes registered a single global security in definitive form and/or by additional definitive securities, and will be registered, in the case of the global Classes of Notes, in the name of “Cede & Co.,” the Co. as nominee of The Depository Trust Company (“"DTC”"), and in the other cases, in such names and in such denominations as the Representative shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The interests of beneficial owners of Notes to be delivered to the Notes will Representative shall be represented by book entries made available to the Representative in New York City for inspection not later than 9:30 a.m., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in business day next preceding the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agrees(i) the Class A-1 Underwriters agree, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereofSeller, the respective principal amount amounts of the Class A-1 Notes set forth opposite the name names of such Underwriter the Class A-1 Underwriters in Schedule I I-A-1 hereto, (bii) at a the Class A-2 Underwriters agree, severally and not jointly, to purchase price of [_______]% of from the principal amount thereofSeller, the respective principal amount amounts of the Class A-2-A A-2 Notes set forth opposite the name names of such Underwriter the Class A-2 Underwriters in Schedule I I-A-2 hereto, (ciii) at a the Class A-3 Underwriters agree, severally and not jointly, to purchase price of [_______]% of from the principal amount thereofSeller, the respective principal amount amounts of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name names of such Underwriter the Class A-3 Underwriters in Schedule I I-A-3 hereto, (eiv) at a the Class B Underwriters agree, severally and not jointly, to purchase price of [_______]% of from the principal amount thereofSeller, the respective principal amount amounts of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name names of such Underwriter the Class B Underwriters in Schedule I hereto. Delivery I-B hereto and (v) the Class C Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of and payment for Class C Notes set forth opposite the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery names of the Notes shall be made against payment of the purchase price Class C Underwriters in immediately available funds drawn to the order of the DepositorSchedule I-C hereto. The Notes are to be so delivered purchased at a purchase price equal to (i) in the case of the Class A-1 Notes, 99.875% of the aggregate principal amount thereof plus accrued interest at the Class A-1 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (ii) in the case of the Class A-2 Notes, 99.779209% of the aggregate principal amount thereof plus accrued interest at the Class A-2 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (iii) in the case of the Class A-3 Notes, 99.751047% of the aggregate principal amount thereof plus accrued interest at the Class A-3 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (iv) in the case of the Class B Notes, 99.599668% of the aggregate principal amount thereof plus accrued interest at the Class B Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, and (v) in the case of the Class C Notes, 99.520595% of the aggregate principal amount thereof plus accrued interest at the Class C Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date. The Class A Notes will initially be initially represented by one or more three Notes respectively representing $303,000,000, $284,000,000 and $334,093,000 aggregate principal amount of Class A Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "Class A DTC Notes"). The Class B Notes will initially be represented by one Certificate representing $26,454,000 aggregate principal amount of Class B Notes registered in the name of Cede & Co., the nominee of DTC (the "Class B DTC Notes"). The Class C Notes will initially be represented by one Certificate representing $14,429,000 aggregate principal amount of Class C Notes registered in the name of Cede & Co., the nominee of DTC (the "Class C DTC Notes", and together with the Class A DTC Notes and the Class B DTC Notes, the "DTC Notes"). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of DTC, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, against payment to the Seller of the purchase price for the Notes by wire transfer in immediately available funds, at 10:00 am., New York time, on July 22, 1999, or at such other time not later than seven full business days thereafter as the Seller, TMCC and the Representatives determine, such time being herein referred to as the "Closing Date". The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of US Bank National Association in The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.82836% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]99.83100% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.75927% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (e) at a purchase price of [_______]99.71513% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-1 A‑1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-A A‑2A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-2-B A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-3 A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______●]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto thereof [and (f) at a purchase price of [_______●]% of the principal amount thereof], the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on [●], 20[__], (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Company agrees to sell to each Underwriter, Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Depositor, (a) at a purchase price Company the number of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name their respective names on Schedule I hereto together with any additional number of Notes which such Underwriter in Schedule I hereto, may become obligated to purchase pursuant to the provisions of Section 9 hereof. The purchase price for the Senior Notes will be $980 per $1,000 principal amount of Senior Notes. The purchase price for the Subordinate Notes will be $980 per $1,000 principal amount of Subordinated Notes. (b) at a purchase price of [_______]% Delivery of the principal amount thereofNotes to be purchased by the Underwriters and payment therefor shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, XX, 00000 (or such other place as may be agreed to by the respective principal amount of Company and the Class A-2-A Notes set forth opposite Lead Managers) at 9:00 a.m. New York time, on January 31, 2006, or such other time and date as may be agreed by the name Company and the Lead Managers (the time and date of such Underwriter in Schedule I hereto, closing are called the “Closing Date”). (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment Payment for the Notes shall be made at the office Closing Date by wire transfer of Sidley & Austin LLPimmediately available funds to the order of the Company. It is understood that Bear Xxxxxxx has been authorized, 000 for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes the Underwriters have agreed to purchase. The Company shall deliver, or cause to be delivered, to Bear Xxxxxxx Xxxxxxfor the accounts of the several Underwriters the Notes at the Closing Date, Xxx Xxxx, Xxx Xxxx 00000against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Delivery of the Notes shall be made against payment of through the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee facilities of The Depository Trust Company (“DTC”). ) unless Bear Xxxxxxx shall otherwise instruct following reasonable notice. (d) The interests Company acknowledges and agrees that (i) the terms of beneficial owners this Agreement and the Offering (including the price of the Notes will be represented Notes) were negotiated at arm’s length; (ii) no fiduciary or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by book entries this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the records Underwriters’ obligations to the Company in respect of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the Indenturetransactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have to the Company in any other capacity.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93000% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.81942% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.73627% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.68734% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Company agrees to sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers, severally and not jointly, agree to purchase from the DepositorCompany, (a) the principal amount of the Firm Notes set forth opposite their respective names in Schedule I hereto at a purchase price of [_______]equal to 100% of the such principal amount thereofLESS a discount of 2.825% of such principal amount. Payment of the purchase price for, and delivery of, the respective Firm Notes will be made at the offices of Xxxxxx and Xxxxx, LLP, 0000 XxxxxxxXxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000-0000, at 8:00 a.m. (Dallas time) on October 14, 1997, unless postponed in accordance with Section 9 hereof, or at such other place, time and date as may be mutually agreed in writing between the Representative and the Company (the time and date of such payment and delivery being herein called the "CLOSING DATE"). (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Initial Purchasers the option to purchase, severally and not jointly, up to $20,000,000 aggregate principal amount of Optional Notes, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Initial Purchasers, at the same purchase price to be paid by the Initial Purchasers to the Company for the Firm Notes as set forth in Section 2(a). This option may be exercised, in whole or in part, at any time and from time to time on or before the 30th day following the date of the Offering Circular, by written notice to the Company by the Representative on behalf of the Initial Purchasers. Such notice shall set forth the aggregate principal amount of Optional Notes to be purchased pursuant to such exercise of the option and the date and time, as reasonably determined by the Representative, when the Optional Notes are to be delivered (each such date and time being herein sometimes referred to as an "ADDITIONAL CLOSING DATE"); PROVIDED that no additional Closing Date shall be earlier than (i) the Closing Date or (ii) the second full business day after the date on which the option shall have been exercised, nor later than the eighth full business day after the date on which the option shall have been exercised (unless such date and time are postponed in accordance with Section 9 hereof). The principal amount of the Class A-1 Optional Notes to be purchased by each Initial Purchaser upon such exercise shall bear the same ratio to the aggregate principal amount of Optional Notes being purchased upon such exercise as the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter Initial Purchaser in Schedule I hereto and (for such number increased as set forth in Section 9 hereof) at a purchase price of [_______]% of bears to the principal amount thereof, the respective aggregate principal amount of Firm Notes, subject to such adjustments to eliminate fractional amounts as the Class B Representative in its sole discretion may make. (c) At or prior to the Closing Date and the Additional Closing Date (if any) hereunder, the Company shall execute and deliver for authentication the Notes set forth opposite to be purchased and sold on such date and shall deposit such Notes with The Depositary Trust Company ("DTC") for the name account or accounts of participants in DTC (including Euroclear and CEDEL, as the case may be) purchasing beneficial interests therein. The Initial Purchasers shall pay or cause the purchase price for such Notes to be paid to or upon the order of the Company by wire transfer of same day funds against delivery of such Underwriter in Schedule I heretoNotes to or for the respective accounts of the Initial Purchasers. Delivery of and payment for Certificates evidencing the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” Co. as nominee for DTC or such other name or names and in such authorized denominations as the nominee of The Depository Trust Company (“DTC”)Representative may request in writing at least two full business days prior to the Closing Date or the Additional Closing Date, as the case may be. The interests of beneficial owners Company will permit the Representative to inspect such certificates at the offices of the Notes will be represented by book entries on Representative at least one full business day prior to the records of DTC Closing Date and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the IndentureAdditional Closing Date, if any.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]99.785% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) and at a purchase price of [_______]99.675% of the principal amount thereof, of the Class A-2 Notes the respective principal amount amounts of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% names of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter Underwriters in Schedule I hereto. Delivery In addition, the Seller agrees to cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of and payment the Notes of $635,000. The Seller will deliver the Notes to the Representative for the Notes shall be made respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Sidley Stroock & Austin Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , on September 15, 2000, or at such other time not later than seven full business days thereafter as the Notes shall be made against payment of Representative and the purchase price in immediately available funds drawn Seller determine, such time being herein referred to as the order of the Depositor. "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Depositor Company agrees to sell to each Underwriter, and each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the DepositorCompany, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 2018 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (fplus any additional principal amount of the 2018 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of [_______]98.901% of the principal amount thereof, (b) the respective principal amount of the Class B 2023 Notes set forth opposite the name of such Underwriter in Schedule I heretohereto (plus any additional principal amount of the 2023 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.981% of the principal amount thereof, and (c) the principal amount of the 2043 Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the 2043 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.201% of the principal amount thereof, plus, in each case, accrued interest (if any) to the Closing Date (as defined below). Delivery of and payment Payment for the Notes shall to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the office offices of Sidley Xxxxxx, Halter & Austin Xxxxxxxx LLP, 000 Xxxxxxx The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxx XxxxXxxxxxxxx, Xxx Xxxx XX 00000, at 10:00 a.m. New York time, on December 6, 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Delivery Each of the 2018 Notes, the 2023 Notes shall be made against payment of and the purchase price in immediately available funds drawn to the order of the Depositor. The 2043 Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of “Cede & Co.,” the , as nominee of for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the IndentureCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [__________]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (ed) at a purchase price of [__________]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (fe) at a purchase price of [_________]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 0000000000 on [__________] (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, Trust the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) at a purchase price of [_______]% of (the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in “Purchase Price”) equal to “Price $” as specified on Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I II hereto. Delivery of and payment for the Notes shall be made at the office offices of Sidley Xxxxxx, Xxxxx & Austin Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York City time) on February 14, 2024 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The Notes global notes to be so delivered will shall be initially represented by one or more Notes registered in the name of “Cede & Co.,” the , as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that Barclays Capital Inc., individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]99.800% of the principal amount thereofof the Class I-A-1 Notes, at a purchase price of 99.675% of the respective principal amount of the Class I-A-2 Notes, at a purchase price of 99.600% of the principal amount of the Class I-B Notes, at a purchase price of 99.800% of the principal amount of the Class II-A-1 Notes and at a purchase price of 99.675% of the principal amount of the Class II-A-2 Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% names of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter Underwriters in Schedule I hereto. Delivery of and payment for In addition, the Notes shall Depositor agrees to cause the Underwriters to be made at paid an aggregate structuring fee in connection with the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery structuring of the Notes shall be made of $800,000. The Depositor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price in immediately available funds drawn to or upon the order of the Depositor. Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, on September 00, 2001, xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxn full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of ---------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Depositor Company agrees to issue and sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesInitial Purchaser severally, severally and not jointly, agrees to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereofpurchase, the respective principal amount of the Class A-1 Notes set forth opposite the its name of such Underwriter in on Schedule I heretohereto at 96.305% of their principal amount (the "Purchase Price"). On the Closing Date, in exchange for the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, transfer the net proceeds of the sale of the Notes as follows: (a) deposit with the Escrow Agent in the Escrow Account an amount sufficient to redeem the 8 7/8% Notes in accordance with the redemption notice issued pursuant to Section 7(l) below and (b) wire transfer (same day funds) the remaining net proceeds of the sale of the Notes to such account or accounts as the Company shall specify prior to the Closing Date. Pursuant to the terms of the Escrow Agreement, upon satisfaction of the conditions giving rise to the release of funds to the Company under the Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers requests, upon notice to the Company at a least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes therefor as set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I heretoabove. Delivery Such delivery of and payment for the Notes shall be made at the office offices of Sidley Xxxxxx Xxxxxx & Austin LLPXxxxxxx, 000 Xxxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery at 10:00 A.M., New York time, on February 6, 2003, or at such other place, time or date as the Initial Purchasers and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes shall be made against payment available for checking and packaging by the Initial Purchasers at the offices of the purchase price Deutsche Bank Securities Inc. in immediately available funds drawn New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, Trust the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) at a purchase price of [_______]% of (the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in “Purchase Price”) equal to “Price $” as specified on Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I II hereto. Delivery of and payment for the Notes shall be made at the office offices of Sidley Xxxxxx, Xxxxx & Austin Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York City time) on January 19, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The Notes global notes to be so delivered will shall be initially represented by one or more Notes registered in the name of “Cede & Co.,” the , as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that MUFG Securities Americas Inc., individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Sponsor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 each class of Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) II hereto at a purchase price equal to the product of [_______]% the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereof, the respective principal amount of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in Schedule I heretothe Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of America Securities LLC; (b)the Class A-4 Notes, the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and J.P. Morgan Securities Inc.; and (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B A-7 Notes set forth opposite shall bear xxxxxxxx xx rates not to exceed 3.00% per annum, to be agreed to by the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto Sponsor and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for Citigroup Global Markets Inc. The Sponsor will deliver the Notes shall be made at to the office of Sidley & Austin LLPUnderwriters, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Depositor. The Notes to be so delivered will be initially represented Sponsor by one or more Notes registered wire transfer in federal (same day) funds, at the name office of “Cede Stroock & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, at

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, Trust the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) at a purchase price of [_______]% of (the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in “Purchase Price”) equal to “Price $” as specified on Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I II hereto. Delivery of and payment for the Notes shall be made at the office offices of Sidley Xxxxxx, Xxxxx & Austin Xxxxxxx LLP, 000 Xxxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at [__]:[__] [__].m. (New York City time) on [__________], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The Notes global notes to be so delivered will shall be initially represented by one or more Notes registered in the name of “Cede & Co.,” the , as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that [____], individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Sponsor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 each class of Notes set forth opposite the name of such Underwriter in on Schedule I hereto, (b) II hereto at a purchase price equal to the product of [_______]% the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereof, the respective principal amount of the Class A-2-A each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in Schedule I heretothe Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of America Securities LLC; (b) the Class A-4 Notes, the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc.; and (c) the Class A-7 Notes shall bear interest at a rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price of [_______]% to or upon the order of the principal amount thereofSponsor by wire transfer in federal (same day) funds, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley Stroock & Austin Stroock & Xxxxx LLP, 000 Xxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , at 10:00 a.m., New York time on November 25, 2003, or at such other time not later than seven full business days thereafter as the Notes shall be made against payment of Underwriters and the purchase price Sponsor agree in immediately available funds drawn writing, such time being herein referred to as the order of the Depositor. “Closing Date.” The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” , the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the IndentureBasic Documents.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Company agrees to sell to each Underwriter, the Underwriters and each Underwriter agreesthe Underwriters, severally and not jointly, agree to purchase from the DepositorCompany, (a) at a purchase price of [_______]% of the principal amount thereof, Initial Notes in the respective principal amount of the Class A-1 Notes amounts set forth opposite the name of such Underwriter in Schedule I hereto, (b) hereto at a purchase price equal to _____% of [the principal amount thereof, plus accrued interest from _______]% _ __, 1996 (plus any additional principal amount which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof). (b) Payment of the principal amount thereofpurchase price for the Initial Notes shall be made at the office of XxXxxxxxx, Will & Xxxxx in Chicago, Illinois, and delivery of the certificates for the Initial Notes shall be made at the office of Bear, Xxxxxxx & Co. Inc., New York, New York, 10167 or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the respective principal amount third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the Class A-2-A initial public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer or certified or official bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of the Company, against delivery to you for the respective accounts of the Underwriters of certificates for the Notes set forth opposite to be purchased by them. Certificates for the Notes shall be registered in such name of or names and in such Underwriter authorized denominations as you may request in Schedule I hereto, writing at least two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase all or a portion of the Additional Notes at a the same purchase price of [per Note to be paid by the Underwriters to the Company for the Initial Notes as set forth in this Section 2 plus accrued interest from _______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% _ to the applicable Additional Closing Date, for the sole purpose of covering over- allotments in the sale of Initial Notes by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus, by written notice by you to the Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option is being exercised and the date and time, as reasonably determined by you, when the Additional Notes are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Certificates for the Additional Notes shall be registered in such name or names and in such authorized denominations as you may request in writing at least one full business day prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The principal amount of Additional Notes to be sold to each Underwriter shall be the principal amount thereof, which bears the respective same ratio to the aggregate principal amount of the Class A-3 Additional Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of being purchased as the principal amount thereof, the respective principal amount of the Class A-4 Initial Notes set forth opposite the name of such Underwriter in Schedule I hereto and (for such number increased as set forth in Section 9 hereof) at a purchase price of [_______]% of bears to $65,000,000, subject, however, to such adjustments as you in your sole discretion shall make so that the principal amount thereof, the respective aggregate principal amount of the Class B Additional Notes set forth opposite the name to be purchased by each Underwriter shall be in integrals of such Underwriter in Schedule I hereto$1,000. Delivery of and payment Payment for the Additional Notes shall be made at the office of Sidley & Austin LLPby wire transfer or certified or official bank check or checks, 000 Xxxxxxx Xxxxxxin New York Clearing House or similar next day funds, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn payable to the order of the Depositor. The Company at the offices of XxXxxxxxx, Will & Xxxxx, Chicago, Illinois, or such other location as may be mutually acceptable, upon delivery of the certificates for the Additional Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the IndentureUnderwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.83201% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.77968% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.72105% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Depositor Company agrees to issue and sell to each Underwriterthe Purchaser, and each Underwriter agrees, severally and not jointly, Purchaser agrees to purchase from the DepositorCompany, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of Notes in the Class A-1 amounts shown on the signature page hereto. One or more Notes set forth opposite and Warrants that the name Purchaser has agreed to purchase shall be delivered by or on behalf of such Underwriter in Schedule I heretothe Company, (b) at a against payment by or on behalf of the Purchaser, of the purchase price therefor by wire transfer of [_______]% immediately available funds to the account of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter Company previously designated by it in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I heretowriting. Delivery of and payment Payment for the Notes shall be made at the office offices of Sidley & Austin LLPthe Company, 000 Xxxxxxx 0000 X.X. 00xx Xxxxxx, Xxx XxxxXxxxxxxxx Xxxxx Xxxxxxx at not later than 5:00 p.m. (New York time) on or before Wednesday, Xxx Xxxx 00000. Delivery September 29, 2004 (the “Closing”), or at such date as the Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The aggregate purchase price for the Notes (the “Purchase Price”) shall be made against payment paid by wire transfer of the purchase price in immediately available funds drawn to the order attorneys’ escrow escrow account of Xxxxxxx, Savage Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the request of the DepositorCompany, directly to the attorneys’ escrow account of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement. The Notes to be so delivered will be initially represented by At the Closing or not later than five (5) days after completion of the Closing, the Company shall deliver one or more duly executed Notes registered and Warrants to the Purchaser to his or its address designated in writing to the Company. The GMI Stock Purchase Agreement was executed by the parties on September 23, 2004. In the event that for any reason the Effective Date of the Plan referred to in the name GMI Stock Purchase Agreement shall not be consummated by October 31, 2004, all escrowed funds shall be immediately returned to the Purchaser. In such event, the Company has authorized its counsel to give irrevocable instructions to Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement, to deliver to the Purchaser the full Purchase Price for the Note and the full purchase prices of “Cede & Co.,” all other Notes to the nominee other Purchasers of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the IndentureNotes, respectively.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.93500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]99.81641% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]99.82500% of the principal amount thereof, the respective principal amount of the Class A-2-B A-2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.75548% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (e) at a purchase price of [_______]99.73071% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Depositor, (a) Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to [(i) in the case of the Class A-1 Notes, [____]% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [____]% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [____]% of the aggregate principal amount thereof, (iv) in the case of the Class A-4 Notes, [____]% of the aggregate principal amount thereof and (v) in the case of the Class B Notes, [____]% of the aggregate principal amount thereof]. The [describe the classes of Underwritten Notes] will initially be represented by [____] notes respectively representing [$[______], $[______], $[______], $[______] and $[______]] aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Bxxxxxx MxXxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, at [10:00 a.m.], New York time, on [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of , or at such other time not later than seven full business days thereafter as the principal amount thereofSeller, TMCC and the respective principal amount of Representatives determine, such time being herein referred to as the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTCClosing Date”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive The certificates evidencing the DTC Notes will be made available only under limited circumstances set forth for checking and packaging at the office of [___________] in The City of New York at least 24 hours prior to the IndentureClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, (a) the Depositor Company agrees to issue and sell to each Underwriterthe Initial Purchasers, and each Underwriter agreesthe Initial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Depositor, (a) at a purchase price of [_______]% Company that portion of the principal amount thereof, the respective aggregate principal amount of the Class A-1 Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Underwriter Initial Purchaser set forth on Schedule 1 hereto. The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective aggregate principal amount of each series of the Class A-2-A Notes Optional Notes, at the purchase price set forth opposite the name of such Underwriter in Schedule I hereto, clause (ca) at a purchase price of [_______]% of the principal amount thereoffirst paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the respective date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the Class A-2-B date on which such Optional Notes set forth opposite are to be delivered, as determined by the name Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such Underwriter notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in Schedule I heretobook-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, (d) at a against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) Deutsche Bank Securities Inc. at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I heretoDTC. Delivery Such delivery of and payment for the Notes shall be made at the office offices of Sidley Xxxxxx & Austin Xxxxxxx LLP, 000 Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery 00000 at 10:00 A.M., New York time, on June 10, 2014, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of the Notes shall be made delivery against payment of being herein referred to as the purchase price in immediately available funds drawn to “Closing Date.” The Company will cause the order of certificates representing the Depositor. The Notes to be so delivered will be initially represented made available for checking and packaging by one the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or more Notes registered in at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the name of “Cede & Co.,” Closing Date or the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of Option Closing Date, as the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenturecase may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriterthe Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the DepositorTrust, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto[I-A-1] Notes, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class [I-A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto] Notes, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2[I-B Notes set forth opposite the name of such Underwriter in Schedule I heretoB] Notes, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto[II-A-1] Notes, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto [II-A-2] Notes, and (f) at a purchase price of [____]% of the principal amount of the Class [II-A-3] Notes, at a purchase price of [____]% of the principal amount thereof, of the respective Class [II-A-4] at a purchase price of [____]% of the principal amount of the Class B [II-B] Notes Notes, at a purchase price of [____]% of the principal amount of the Class [II-C] Notes the respective principal amounts of each class of Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto. Delivery In addition, the Depositor agrees to cause [____] and [____] to be paid an aggregate structuring fee in connection with the structuring of and payment the Notes of $[____]. The Depositor will deliver the Notes to the Representative (or its designee) for the Notes shall be made respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of Sidley & Austin XxXxx Xxxxxx LLP, 000 Xxx Xxxxxxx XxxxxxXxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of , on [____], [____], or at such other time not later than seven full Business Days thereafter as the Notes shall be made against payment of Representative and the purchase price in immediately available funds drawn Depositor determine, such time being herein referred to as the order of the Depositor. “Closing Date.” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of “Cede & Co.,” [____], the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances set forth specified in the Indenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]99.83500% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in is Schedule I hereto, (b) at a purchase price of [_______]99.82589% of the principal amount thereof, the respective principal amount of the Class A-2-A A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]99.82993% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, hereto and (ed) at a purchase price of [_______]99.82187% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Depositor agrees to sell to hereby each Underwriter, and each Underwriter agreesagree, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I A hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount consisting of the Class A-2-A A-1 Notes set forth opposite in the name amount of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof$104,201,000, the respective principal Class A-2 Notes in the amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of $110,037,000 and the Class A-3 Notes set forth opposite in the name amount of such Underwriter in Schedule I hereto, (e) at a purchase price $88,809,000. At the time of [_______]% issuance of the principal amount thereofNotes, the respective principal amount of Mortgage Loans will be sold by the Class A-4 Seller to the Trust pursuant to the Sale and Servicing Agreement. The Master Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes set forth opposite to be purchased by each Underwriter will be delivered by the name of such Sponsor to each Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes which delivery shall be made at through the office facilities of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Notes shall be made The Depository Trust Company ("DTC")) against payment of the purchase price in immediately available therefor, set forth on Schedule A hereto, by a same day federal funds drawn wire payable to the order of the DepositorSponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 30, 2003, or at such other time thereafter as the Underwriters and the Sponsor determine (such time being herein referred to as the "Closing Date"). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of “Cede & Co.,” the , as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in business day prior to the IndentureClosing Date.