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

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

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

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriters identified in Schedule I annexed hereto the Notes, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a Company the respective principal amounts of Notes set forth opposite each Underwriters name in Schedule I hereto. The purchase price of, in payable by the case of (i) Underwriters to the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]Company for each Note shall be 96.5% of the principal amount thereof; (iii) . The respective obligation of each Underwriter to the Class A-3 Notes, [____]% of Company shall be to purchase from the Company that principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A I hereto. The . (b) On the Closing Date, the Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative Underwriters, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇▇▇ LLP& Co. Incorporated, Los AngelesMilwaukee, California Wisconsin, or through the facilities of The Depository Trust Company, for the accounts of the several Underwriters, certificates representing the Notes to be sold by them against payment in Chicago, Illinois of the purchase price therefor by wire or certified or official bank check or checks in Federal (same day) funds payable to the order of the Company. As referred to in this Agreement, the "Closing Date" shall be on the third full business day after the date of the Prospectus, at 10:00 A.M.9:00 a.m., New York City Chicago, Illinois time, on [____ __, ____], or at such other date or time not later than seven ten full business days thereafter after the date of the Prospectus as the Representative Underwriters and the Company determine, may agree. The certificates for the Notes to be so delivered will be in denominations and registered in such time being herein referred to names as the "Underwriters request by notice to the Company prior to the Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes and such certificates will be made available for checking and packaging at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP 9:30 a.m., Chicago, Illinois time on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that first full business day preceding the Closing Date will at the facilities of The Depository Trust Company in New York, New York, or at another location to be not later than [____ __, ____], unless otherwise agreed to as described abovedesignated by the Underwriters.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which aggregate amounts shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts amount of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A I hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the "Global NotesGLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (the "DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative drawn to the order of the Currency Swap Provider at the offices office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at _________________ not later than 10:00 A.M., New York City time, on [____ __October 24, ____]2002, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Manager determine, such time being herein referred to as the "Closing Date", CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to that it will sell to the Underwriterseach Initial Purchaser, and the Underwriters agreeeach Initial Purchaser agrees, acting severally and not jointly, to that it will purchase from the CompanyCompany at the Time of Purchase, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names name of such Initial Purchaser on Schedule I hereto at a price of $958.65 per Note. 11 The purchase, sale and delivery of the Underwriters in Schedule A hereto. The Company Notes will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form take place at a closing (the "Global NotesClosing") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of Cahi▇▇ ▇▇▇▇▇▇ & ▇ein▇▇▇, ▇▇ P▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ LLP 10:00 A.M., New York time, on September 28, 1995, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing DateClosing, 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 therefor by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds; provided that at the request of the Company such payment will be made by wire transfer of immediately available funds wired in accordance with the written instructions of the Company, in which case the Company shall reimburse the Initial Purchasers for any actual out-of-pocket costs for obtaining such funds. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The make such certificate or certificates for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made Notes available for checking and packaging by the Initial Purchasers at the above office offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP CIBC Wood Gundy Securities Corp., or such other place as CIBC Wood Gundy Securities Corp. may designate, at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described aboveClosing.

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

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the "Global NotesGLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (the "DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to ▇.▇. ▇▇▇▇▇▇ Securities Inc. ("JPMORGAN") drawn to the Representative order of the AIG Financial Products Corp. (the "Currency Swap Provider") at the offices office of Mayer, Brown, ▇▇▇▇ & Maw, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, Los Angeles, California at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ not later than 10:00 A.M., New York City time, on [____ __, ____]___, 2003, or at such other time not later than seven full business days thereafter as the Representative JPMorgan and the Company Trust Manager determine, such time being herein referred to as the "Closing Date", CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and the conditions herein set forth, the Company agrees to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]90.07% of the principal amount thereof, the respective aggregate principal amounts amount of each Class of the Notes set forth opposite the names name of such Underwriter in Schedule I. (b) The Company is advised by you that the Underwriters propose to make a public offering of the Notes as set forth in the Prospectus as soon after this Agreement has been entered into as in your judgment is advisable. The Company is further advised by you that the Notes are to be offered to the public initially at 90.07% of their principal amount — the public offering price — plus accrued interest, if any, and to certain dealers selected by the Underwriters at concessions not in excess of the concessions set forth in the Prospectus, and that the Underwriters may allow, and such dealers may reallow, concessions not in excess of the concessions set forth in the Prospectus to certain other dealers. (c) As underwriting commission and other compensation to the Underwriters for their respective commitments and obligations hereunder in respect of the Notes, including their respective undertakings to distribute the Notes, the Company will pay to GS for the accounts of the Underwriters the amount set forth in Schedule A II hereto, which amount shall be allocated among the Underwriters in the manner determined by GS and the Company. The Company Such payment will deliver against payment be made on the Closing Date simultaneously with the issuance and sale of the purchase price, Notes to the Underwriters. Payment of such compensation shall be made by Federal funds check or by wire transfer of immediately available funds. (d) Delivery of and payment for the Notes shall be made at the offices of each Class in ▇▇▇▇▇▇ Price P.C., at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 A.M., Chicago, Illinois time, on July 2, 2009 or such other date, time and place as may be agreed upon by the form Company and GS (such date and time of one or more permanent global securities in definitive form (delivery and payment for the "Global Notes") deposited with Notes being herein called the Indenture Trustee as custodian for “Closing Date”). Delivery of the Notes shall be made to GS’s account at The Depository Trust Company ("“DTC"”) and registered in for the name respective accounts of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in several Underwriters against payment by the ProspectusUnderwriters of the purchase price thereof. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated of immediately available funds to the Representative by designated account of the Company at a bank acceptable to Company. The Notes shall be in the Representative at form of one or more fully registered global notes, and shall be deposited with the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of Cede & Co. (e) The Company agrees to have the Company and will be made Notes available for inspection and checking at by GS in Chicago, Illinois not later than 1:00 P.M. on the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours business day prior to the Closing Date. Pursuant . (f) It is understood that each Underwriter has authorized GS, on its behalf and for its account, to Rule 15c6-1(d) under accept delivery of, receipt for, and make payment of the Exchange Actpurchase price for, the parties hereto Notes that it has agreed to purchase. GS, individually and not as a representative, may (but shall not be obligated to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose check or checks shall not have agreed that been received by the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described aboveDate.

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

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriterseach Initial Purchaser, and the Underwriters agreeeach Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]96.875% of the principal amount thereof; thereof (iiithe "purchase price") the Class A-3 Notes, [____]% of the principal amount thereof; of Firm Notes set forth opposite such Initial Purchaser's name in SCHEDULE I hereto (or such number increased as set forth in Section 8). Delivery of and payment for the Firm Notes shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 a.m. (ivNew York City time) on February 8, 2000, or such later date as the Class A-4 NotesInitial Purchasers shall designate, [____]% which date and time may be postponed by agreement between the Initial Purchasers and the Company or as provided in Section 8 (such date and time of delivery and payment for the Firm Notes being herein called the "First Delivery Date"). Delivery of the Firm Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Firm Notes shall be effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the First Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Firm Notes that it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Firm Notes to be purchased by any Initial Purchaser whose funds have not been received by the First Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Optional Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount thereof, the respective principal amounts of each Class of the Optional Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the names name of such Initial Purchaser in SCHEDULE I hereto (or such number increased as set forth in Section 8). The Option may be exercised only to cover over-allotments in the sale of the Underwriters Firm Notes by the Initial Purchasers. The Option may be exercised once in Schedule A heretowhole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Optional Notes as to which the Initial Purchasers are exercising the Option. The date for the delivery of and payment for the Optional Notes, being herein referred to as an "Optional Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Optional Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not be later than five full business days after written notice of election to purchase Optional Notes is given. Delivery of the Optional Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Optional Notes shall be effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Notes that it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Optional Notes to be purchased by any Initial Purchaser whose funds have not been received by the Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder. (c) The Company will deliver against payment of the purchase price, price the Notes of each Class initially sold to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A") in the form of one or more permanent global securities in definitive form certificates (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and ), registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Interests Beneficial interests in any permanent Global the Notes initially sold to QIBs will be held shown on, and transfers thereof will be effected only through, records maintained in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven full business days thereafter as the Representative DTC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notesits participants. The Global Notes will be made available available, at the request of the Initial Purchasers, for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing such Delivery Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and Certificated Notes will be made available available, at the request of the Initial Purchasers, for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 48 hours prior to such Delivery Date. (d) Time shall be of the Closing Date. Pursuant essence, and delivery at the time and place specified pursuant to Rule 15c6-1(d) under this Agreement is a further condition of the Exchange Act, obligations of the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described aboveInitial Purchasers hereunder.

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

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.077% of the principal amount thereof; per Note (iiithe "purchase price per Note") plus accrued interest, if any, from April 24, 1998 to the Class A-3 Notes, [____]% date of the principal amount thereof; payment and (iv) the Class A-4 Notes, [____]% of the principal amount thereofdelivery, the respective principal amounts amount of each Class of the Notes set forth opposite the names of the Underwriters such Underwriter's name in Schedule A SCHEDULE I hereto. The Company's obligation to sell the Notes to the Underwriters on the Closing Date is conditioned upon the execution and delivery on or prior to the Closing Date by the Company will deliver against payment and NationsBanc Montgomery Securities LLC ("▇▇▇▇▇▇▇Banc") of the purchase price, Remarketing Agreement described in the preliminary prospectus supplement relating to the Notes and upon the receipt by the Company of $5.8 million from NationsBanc in connection therewith. The Notes to be purchased by each Class in the form of Underwriter hereunder will be represented by one or more permanent global securities definitive Global Certificates in definitive book-entry form (which will be deposited by or on behalf of the "Global Notes") deposited Company with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in or its designated custodian. The Company will deliver the name Notes to NationsBanc for the account of Cede & Co.each Underwriter, as nominee for against payment by or on behalf of such underwriter of the purchase price therefor by wire transfer of immediately available funds to the account specified by the Company, by causing DTC to credit the Notes to the account of NationsBanc at DTC. Interests in any permanent Global Notes The Company will be held only in book-entry form through DTC, except in cause the limited circumstances described in the Prospectus. Payment for certificates representing the Notes to be made available to NationsBanc for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian. The Closing Date and time shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M.9:00 a.m., New York City Orleans time, on [____ __April 24, ____]1998, or at such other date and time not later than seven full business days thereafter as the Representative you and the Company determine, such time being herein referred to as . The documents (other than the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes certificate(s) representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so ) to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that on the Closing Date will be not later than [____ __delivered at the offices of Jones, ____]Walker, unless otherwise agreed to as described aboveWaechter, Poitevent, Carrere & Denegre L.L.P., and the Note▇ ▇▇▇▇ be delivered at the office of DTC or its designated custodian.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, the Company Issuer Trustee, at the direction of the Trust Manager, agrees to sell the Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, Issuer Trustee at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) of the Class A-3 Notes, [____]% A Notes (which amount shall be net of the principal amount thereof; and (ivcommissions payable to the Underwriters) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Issuer Trustee will deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Global Notes in definitive form (the "Global NotesGLOBAL NOTES") deposited with the Indenture Note Trustee as custodian for The Depository Trust Company (the "DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the Representative order of the Currency Swap Provider at the offices office of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ LLP▇▇▇▇, Los Angeles, California at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ not later than 10:00 A.M., New York City time, on [____ __, __________], 2001, or at such other time not later than seven full business days thereafter as the Representative CSFBC and the Company Trust Manager determine, such time being herein referred to as the "Closing Date", CLOSING DATE," against delivery to the Indenture Note Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to you an aggregate of $200,000,000 principal amount of the Underwriters, and the Underwriters agree, severally and not jointly, Firm Notes. You agree to purchase from the Company, at a Company all of the Firm Notes. The purchase price of, in for the case of (i) Firm Notes to be paid by you to the Class A-1 Notes, [Company shall be $____]%__. Delivery of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; Firm Notes to be purchased by you and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes therefor shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of [Hale ▇▇▇ Dorr, ▇▇ S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ] (▇▇▇▇▇▇▇▇▇▇ LLP r such other place as may be agreed upon by the Company and you) at such time and date, not later than the third full business day following the first date that any of the Notes are released by you for sale to the public, as you shall designate by at least 48 hours' prior notice to the Company (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and Delivery of the Firm Notes shall be made by or on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name behalf of the Company to you with respect to the Firm Notes to be sold by the Company against payment by you of the purchase price therefor by certified or official bank checks payable in next day funds to the order of the Company. The Notes shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in Boston, Massachusetts, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to your obligations. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an aggregate of $30,000,000 principal amount of the Option Notes at the purchase price to be paid for the Firm Notes, for use solely in covering any over-allotments made by you in the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Notes are released by you for sale to the public (within the meaning of the last sentence of Section 12 hereof), upon written notice by you to the Company setting forth the aggregate number of Optional Notes as to which you are exercising the option, the names and denominations in which the certificates for such Notes are to be registered and the time and place at which such Notes will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Option Notes will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in Boston, Massachusetts, as may be designated by you. The manner of payment for and delivery of the Option Notes shall be the same as for the Firm Notes purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Notes as to which the option has not been exercised. Subject to the terms and conditions hereof, you propose to make a public offering of Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and at the above office public offering price set forth on the cover page of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to and on the Closing Date. Pursuant to Rule 15c6-1(d) under terms set forth in the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described aboveProspectus.

Purchase, Sale and Delivery of Notes. On the basis of the ------------------------------------ representations, warranties and agreements herein containedset forth herein, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, and Underwriters an aggregate of $100,000,000 principal amount of the Underwriters agreeFirm Notes; each Underwriter agrees, severally and not jointly, to purchase from the Company, at a Company the respective principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A annexed hereto. The purchase price of, in for the case of (i) Firm Notes to be paid by the Class A-1 Notes, [several Underwriters to the Company shall be ____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) . Delivery of certificates for the Class A-3 NotesFirm Notes to be purchased by the Underwriters and payment therefor shall be made at such place as set forth below at such time and date, [____]% of not later than the principal amount thereof; and (iv) third full business day following the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class first date that any of the Notes set forth opposite are released by you for sale to the names of public, as you shall designate by at least 48 hours prior notice to the Underwriters in Schedule A hereto. The Company will deliver against payment of (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the purchase price, Company and the Notes of each Class in the form of one or more permanent global securities in definitive form Representatives) (the "Global NotesFirst Closing Date") deposited with ); provided, however, that if the Indenture Trustee as custodian Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon the later of the third full business day following the later of the first date that any of the Notes are released by you for The Depository Trust Company ("DTC") sale to the public and registered in the name date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment certificates for the Firm Notes shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters against payment by you, for the accounts of the several Underwriters, by wire transfer of immediately available funds to the order of the Company or other agent designated by the Company. The Notes shall be registered in such names and denominations as you shall have requested at least two full business days prior to the First Closing Date, and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York or such other location, as may be designated by you. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements set forth herein, and subject to the terms and conditions set forth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of $15,000,000 principal amount of the Option Notes at the same percentage purchase prices to be paid for the Firm Notes, for use solely in covering any over-allotments made by you for the account of the Underwriters in Federal the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (same daybut not more than once) funds within 30 days after the first date that any of the Notes are released by official check or checks or wire transfer to an account in New York previously designated you for sale to the Representative public, upon written notice by you to the Company at a bank acceptable setting forth the aggregate number of Option Notes as to which the Representative at Underwriters are exercising the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLPoption, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at the names and denominations in which the certificates for such other time not later than seven full business days thereafter as the Representative shares are to be registered and the Company determinetime and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), such time being herein referred to as the "Second Closing Date"," shall be determined by you, against delivery to but if at any time other than the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described above.First

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%99.90000% of the principal amount thereof; thereof and (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]99.75100% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. The Company will deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "“Global Notes"”) deposited with the Indenture Trustee as custodian for The Depository Trust Company ("“DTC"”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative Underwriter by the Company at a bank acceptable to the Representative Underwriter at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los AngelesNew York, California New York at 10:00 A.M., New York City time, on [____ __December 16, ____], 2008 or at such other time not later than seven full business days thereafter as the Representative Underwriter and the Company determine, such time being herein referred to as the "“Closing Date"”, against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __December 16, ____]2008, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Initial Notes set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made price by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative Issuers, at the offices at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ LLP▇▇▇▇, Los Angeles▇▇▇▇▇▇▇, California ▇▇▇▇▇ ▇▇▇▇▇ (the “Closing Location”), at [10:00 A.M.a.m.], New York City time, on August [____ __—], ____]2014, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company Partnership Parties determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Initial Notes sold pursuant to the Indenture Trustee as custodian for DTC offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Global Notes representing documents to be delivered pursuant to this Agreement will be available for review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Notes. The Global Option Notes will be made available for checking at in the above office principal amount of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company will deliver the Certificates Issuers agree to sell to the above office Underwriters the principal amount of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Initial Notes set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date. The certificate for ”, which may be the Certificates so to be delivered will be in definitive form, in authorized denominations First Closing Date (the First Closing Date and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the each Optional Closing Date. Pursuant , if any, being sometimes referred to Rule 15c6-1(d) under as a “Closing Date”), shall be determined by the Exchange Act, the parties hereto have agreed that the Closing Date will Representatives but shall be not later than [____ __five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, ____in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Issuers, at the Closing Location. A meeting will be held at the Closing Location at [3:00 p.m.], unless otherwise agreed New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to as described abovebe delivered pursuant to this Agreement will be available for review by the parties hereto.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees Issuers agree to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuers, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) the Class A-3 Notes, [____]% of the principal amount thereof; and (iv) the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class of the Initial Notes set forth opposite the names of the Underwriters such Underwriter’s name in Schedule A hereto at the applicable purchase price set forth on Schedule C hereto, plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company Issuers will deliver the Initial Notes to or as instructed by the Representatives through the facilities of the Depository Trust Company (“DTC”) for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made price by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative Issuers, at the offices at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ LLP▇▇▇▇, Los Angeles▇▇▇▇▇▇▇, California ▇▇▇▇▇ ▇▇▇▇▇ (the “Closing Location”), at [10:00 A.M.a.m.], New York City time, on September [____ __—], ____]2014, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Company Partnership Parties determine, such time being herein referred to as the "“First Closing Date"”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, against the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Initial Notes sold pursuant to the Indenture Trustee as custodian for DTC offering. A meeting will be held at the Closing Location, at [5:00 p.m.] New York City time, on the business day next preceding such First Closing Date, at which meeting the final drafts of the Global Notes representing documents to be delivered pursuant to this Agreement will be available for review by the parties hereto. In addition, upon written notice from the Representatives given to the Issuers from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Notes. The Global Option Notes will be made available for checking at in the above office principal amount of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior $[—], plus accrued interest, if any, from [—], 2014 to the Closing Date. The Company will deliver the Certificates Issuers agree to sell to the above office Underwriters the principal amount of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on Option Notes specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Notes. Such Option Notes shall be purchased for the account of each Underwriter in the same proportion as the principal amount of Initial Notes set forth opposite such Underwriter’s name in Schedule A hereto bears to the total principal amount of Initial Notes and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Initial Notes. No Option Notes shall be sold or delivered unless the Initial Notes previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Notes or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Issuers. Each time for the delivery of and payment for the Option Notes, being herein referred to as an “Optional Closing Date. The certificate for ”, which may be the Certificates so to be delivered will be in definitive form, in authorized denominations First Closing Date (the First Closing Date and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the each Optional Closing Date. Pursuant , if any, being sometimes referred to Rule 15c6-1(d) under as a “Closing Date”), shall be determined by the Exchange Act, the parties hereto have agreed that the Closing Date will Representatives but shall be not later than [____ __five] full business days after written notice of election to purchase Option Notes is given. The Issuers will deliver the Option Notes being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters, ____in a form reasonably acceptable to the Representatives against payment of the purchase price therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Issuers, at the Closing Location. A meeting will be held at the Closing Location at [3:00 p.m.], unless otherwise agreed New York City time, on the business day next preceding such Optional Closing Date, at which meeting the final drafts of the documents to as described abovebe delivered pursuant to this Agreement will be available for review by the parties hereto.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriterseach Initial Purchaser, and the Underwriters agreeeach Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, [____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]97.00% of the principal amount thereof; thereof (iiithe "purchase price") the Class A-3 Notes, [____]% of the principal amount thereof; of Firm Notes set forth opposite such Initial Purchaser's name in SCHEDULE I hereto (or such number increased as set forth in Section 8). Delivery of and payment for the Firm Notes shall be made at the office of Brown & Wood LLP, One World Trade Center, New York, New York 10048, at 10:00 a.m. (ivNew York City time) on October 17, 2000, or such later date as the Class A-4 NotesInitial Purchasers shall designate, [____]% which date and time may be postponed by agreement between the Initial Purchasers and the Company or as provided in Section 8 (such date and time of delivery and payment for the Firm Notes being herein called the "First Delivery Date"). Delivery of the Firm Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Firm Notes shall be effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the First Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Firm Notes that it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Firm Notes to be purchased by any Initial Purchaser whose funds have not been received by the First Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants the Option to the Initial Purchasers to purchase, severally and not jointly, the Optional Notes at the same price as the Initial Purchasers shall pay for the Firm Notes and the principal amount thereof, the respective principal amounts of each Class of the Optional Notes to be sold to each Initial Purchaser shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the names name of such Initial Purchaser in SCHEDULE I hereto (or such number increased as set forth in Section 8). The Option may be exercised only to cover over-allotments in the sale of the Underwriters Firm Notes by the Initial Purchasers. The Option may be exercised once in Schedule A heretowhole or in part at any time not more than 30 days subsequent to the date of this Agreement upon notice in writing or by facsimile by the Representatives to the Company setting forth the amount (which shall be an integral multiple of $1,000) of Optional Notes as to which the Initial Purchasers are exercising the Option. The date for the delivery of and payment for the Optional Notes, being herein referred to as an "Optional Delivery Date", which may be the First Delivery Date (the First Delivery Date and the Optional Delivery Date, if any, being sometimes referred to as a "Delivery Date"), shall be determined by the Initial Purchasers but shall not be later than five full business days after written notice of election to purchase Optional Notes is given. Delivery of the Optional Notes shall be made to the Initial Purchasers against payment of the purchase price by the Initial Purchasers. Payment for the Optional Notes shall be effected either by wire transfer of immediately available funds to an account with a bank in The City of New York, the account number and the ABA number for such bank to be provided by the Company to the Initial Purchasers at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed by the Company and the Initial Purchasers. It is understood that each Initial Purchaser has authorized the Representatives, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Notes that it has agreed to purchase. ▇▇▇▇▇▇▇ ▇▇▇▇▇, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Optional Notes to be purchased by any Initial Purchaser whose funds have not been received by the Delivery Date but such payment shall not relieve such Initial Purchaser from its obligations hereunder. (c) The Company will deliver against payment of the purchase price, price the Notes of each Class initially sold to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A") in the form of one or more permanent global securities in definitive form certificates (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and ), registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Interests Beneficial interests in any permanent Global the Notes initially sold to QIBs will be held shown on, and transfers thereof will be effected only through, records maintained in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven full business days thereafter as the Representative DTC and the Company determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notesits participants. The Global Notes will be made available available, at the request of the Initial Purchasers, for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing such Delivery Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and Certificated Notes will be made available available, at the request of the Initial Purchasers, for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 48 hours prior to such Delivery Date. (d) Time shall be of the Closing Date. Pursuant essence, and delivery at the time and place specified pursuant to Rule 15c6-1(d) under this Agreement is a further condition of the Exchange Act, obligations of the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described aboveInitial Purchasers hereunder.

Purchase, Sale and Delivery of Notes. On the basis of the ------------------------------------ representations, warranties and agreements herein containedset forth herein, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell to the Underwriters, and Underwriters an aggregate of $100,000,000 principal amount of the Underwriters agreeFirm Notes; each Underwriter agrees, severally and not jointly, to purchase from the Company, at a Company the respective principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A annexed hereto. The purchase price of, in for the case of (i) Firm Notes to be paid by the Class A-1 Notes, [several Underwriters to the Company shall be ____]%of the principal amount thereof; (ii) the Class A-2 Notes, [____]% of the principal amount thereof; (iii) . Delivery of certificates for the Class A-3 NotesFirm Notes to be purchased by the Underwriters and payment therefor shall be made at such place as set forth below at such time and date, [____]% of not later than the principal amount thereof; and (iv) third full business day following the Class A-4 Notes, [____]% of the principal amount thereof, the respective principal amounts of each Class first date that any of the Notes set forth opposite are released by you for sale to the names of public, as you shall designate by at least 48 hours prior notice to the Underwriters in Schedule A hereto. The Company will deliver against payment of (or at such other time and date, not later than one week after such third full business day as may be agreed upon by the purchase price, Company and the Notes of each Class in the form of one or more permanent global securities in definitive form Representatives) (the "Global NotesFirst Closing Date") deposited with ); provided, however, that if the Indenture Trustee as custodian Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon the later of the third full business day following the later of the first date that any of the Notes are released by you for The Depository Trust Company ("DTC") sale to the public and registered in the name date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment certificates for the Firm Notes shall be made by or on behalf of the Company to you, for the respective accounts of the Underwriters in Federal (same day) funds against payment by official check or checks or you, for the accounts of the several Underwriters, by wire transfer to an account in New York previously designated of immediately available funds to the Representative order of the Company or other agent designated by the Company Company. The Notes shall be registered in such names and denominations as you shall have requested at a bank acceptable to the Representative at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __, ____], or at such other time not later than seven least two full business days thereafter as prior to the Representative and the Company determine, such time being herein referred to as the "First Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will and shall be made available for checking and packaging on the business day preceding the First Closing Date at a location in New York, New York or such other location, as may be designated by you. Time shall be of the essence, and delivery at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior time and place specified in this Agreement is a further condition to the Closing Dateobligations of the Underwriters. In addition, on the basis of the representations, warranties and agreements set forth herein, and subject to the terms and conditions set forth herein, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of $15,000,000 principal amount of the Option Notes at the purchase prices to be paid for the Firm Notes, for use solely in covering any over-allotments made by you for the account of the Underwriters in the sale and distribution of the Firm Notes. The Company will deliver option granted hereunder may be exercised at any time (but not more than once) within 30 days after the Certificates first date that any of the Notes are released by you for sale to the above office public, upon written notice by you to the Company setting forth the aggregate number of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP on Option Notes as to which the Closing Date. The certificate Underwriters are exercising the option, the names and denominations in which the certificates for the Certificates so such shares are to be delivered will be in definitive form, in authorized denominations registered and registered in the name of the Company time and will be made available for checking place at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [____ __, ____], unless otherwise agreed to as described above.which such certificates will

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the CompanySeller, the Underwritten Notes at a purchase price of, in the case of the (i) the Class A-1 Notes, [____]%99.875000% of the principal amount thereof; (ii) the Class A-2 Notes, [____]99.850000% of the principal amount thereof; (iii) the Underwritten Class A-3 Notes, [____]99.805000% of the principal amount thereof; (iv) Underwritten Class A-4 Notes, 99.719861% of the principal amount thereof; and (ivv) the Underwritten Class A-4 B Notes, [____]99.644423% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. The Company Seller will deliver against payment of the purchase priceprice therefor, the Notes of each Class in the form of one or more permanent global securities in definitive form (the "Global Notes") deposited with the Indenture Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Underwritten Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account in New York previously designated to the Representative by the Company Seller at a bank acceptable to the Representative Representative, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 1▇:▇▇ ▇.m., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Los Angeles, California at 10:00 A.M., New York City time, on [____ __April 18, ____]2001, or at such other time not later than seven full business days thereafter as the Representative and the Company Seller determine, such time being herein referred to as the "Closing Date", against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. The Company will ▇▇▇ ▇ell▇▇ ▇ill deliver the Certificates to the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP on the Closing Date. The certificate for the Certificates so to Cert▇▇▇▇▇▇▇s s▇ ▇▇ be delivered will be in definitive form, in authorized denominations and registered in the name of the Company Seller and will be made available for checking at the above office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the Closing Date. Pursuant to ▇▇▇▇▇ant ▇▇ Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the parties hereto have agreed that the Closing Date will be not later than [____ __April 18, ____]2001, unless otherwise agreed to as described above.

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