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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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 [____] Notes, [____]% of the aggregate principal amount thereof and (ii) in the case of the Class [____] Notes, [____]% of the aggregate principal amount thereof. The Class [____] Notes and the Class [____] Notes will initially be represented by [two] 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] in The City of [________] 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79892% of the aggregate principal amount thereof, (ii) in the case of the Class A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73405% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.68397% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 546,600,000, $75,000,000, $516,600,000 and $[___________] 126,040,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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 (iiv) in the case of the Class [____] B Notes, [____]% of the aggregate principal amount thereof]. The Class [describe the classes of Underwritten Notes] will initially be represented by [____] Notes and the Class [____] Notes will initially be represented by [two] 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 Xxxxxx, Xxxxx & 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 [__________], 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 interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79035% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73823% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.67879% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 397,000,000, $80,000,000, $428,000,000 and $[___________] 156,490,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2 Notes, 99.79877% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74278% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.68970% of the aggregate principal amount thereof. The Class [____] A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 441,000,000, $622,000,000, $508,200,000 and $[___________] 135,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79818% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74489% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.67722% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 361,000,000, $129,000,000, $490,000,000 and $[___________] 134,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] Deutsche Bank Trust Company Americas 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.79261% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74278% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.67801% of the aggregate principal amount thereof. The Class [____] A‑1 Notes, the Class A-2 Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] six notes respectively representing $[___________] 435,000,000, $623,700,000, $514,500,000 and $[___________] 133,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2 Notes, 99.79816% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73923% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.69504% of the aggregate principal amount thereof. The Class [____] A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 326,000,000, $546,000,000, $546,000,000 and $[___________] 142,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2 Notes, 99.79596% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.74995% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.66668% of the aggregate principal amount thereof. The Class [____] A-1 Notes, the Class A‑2 Notes, the Class A-3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 326,700,000, $550,000,000, $550,000,000 and $[___________] 133,300,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank Trust Company, National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.78978% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74885% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.69745% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 468,680,000, $126,320,000, $518,000,000 and $[___________] 153,250,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79564% of the aggregate principal amount thereof, (ii) in the case of the Class A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74766% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.67713% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] five notes respectively representing $[___________] 372,600,000, $200,650,000, $573,250,000 and $[___________] 158,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank Trust Company, National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79092% of the aggregate principal amount thereof, (ii) in the case of the Class A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73178% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.69604% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 393,000,000, $195,000,000, $590,500,000 and $[___________] 97,750,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2 Notes, 99.79918% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73144% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.68395% of the aggregate principal amount thereof. The Class [____] A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 331,000,000, $574,000,000, $638,500,000 and $[___________] 162,750,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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, [____]99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2 Notes, 99.79923% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74787% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.69357% of the aggregate principal amount thereof. The Class [____] A-1 Notes, the Class A‑2 Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 325,000,000, $544,000,000, $544,000,000 and $[___________] 147,000,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79445% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74851% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.67149% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 367,000,000, $220,634,000, $454,000,000 and $[___________] 128,366,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] U.S. Bank National Association in The 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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‑2a Notes, [____]99.79225% of the aggregate principal amount thereof, (ii) in the case of the Class A‑2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74433% of the aggregate principal amount thereof and (iiiv) in the case of the Class [____] A‑4 Notes, [____]99.69837% of the aggregate principal amount thereof. The Class [____] A‑2a Notes, the Class A-2b Notes, the Class A‑3 Notes and the Class [____] A‑4 Notes will initially be represented by [two] four notes respectively representing $[___________] 179,500,000, $179,500,000, $401,000,000 and $[___________] 107,750,000 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 Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] Deutsche Bank Trust Company Americas 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 Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the 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 (iiv) in the case of the Class [____] B Notes, [____]% of the aggregate principal amount thereof]. The Class [describe the classes of Underwritten Notes] will initially be represented by [____] Notes and the Class [____] Notes will initially be represented by [two] 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 Xxxxxx, Xxxxx & Xxxxxxx 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 [__________], 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 interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of [___________________________] in The City of [________] New York at least 24 hours prior to the Closing Date.