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

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___, 200_, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.91900% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.87953% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.85380% of the aggregate principal amount thereof, thereof and (iv) in the case of the Class A-4 Notes, [ %] 99.78083% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇▇▇ & Maw ▇▇▇▇▇ LLP, at 3▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on June 19, 200_2008, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.880000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.814703% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.769952% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.739519% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & Mye▇▇ ▇▇▇ & Maw LLPP, at 3▇▇ 400 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___▇n August 30, 200_2001, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.89000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.83307% of the aggregate principal amount thereof, , (iii) in the case of the Class A-3 Notes, [ %] 99.79062% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.75926% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & ▇▇▇▇▇ & Maw LLP, at 3▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on June 17, 200_2003, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.880000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.796222% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.767089% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.726882% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & Myer▇ ▇▇▇ & Maw LLP▇, at 3▇▇ 400 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___▇▇ February 1, 200_2001, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.Trust

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.88000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.81801% of the aggregate principal amount thereof, , (iii) in the case of the Class A-3 Notes, [ %] 99.78142% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.73580% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ O'Melveny & Maw Myers LLP, at 3400 South Hope Street, Los ngeles, California, o▇ ▇▇▇ust 19, 2▇▇▇, ▇▇ ▇▇▇:▇▇ ▇.▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, on___, 200_, at 10:00 a.m., New York time, or at such ▇▇ ▇▇ ▇uch other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 100.00000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.99990% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.99184% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.99654% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of MayerM▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on September 16, 200_2005, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.. 6 (Nissan 2005-C Underwriting Agreement)

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.89000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.83911% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.78422% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.75350% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO’Melveny & M▇▇▇▇ & Maw LLP, at 34▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on February 25, 200_2004, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.91000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.86918% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.84346% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.78626% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of MayerM▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on July 31, 200_2006, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.875% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.793891% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.755801% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.749278% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & Myer▇ ▇▇▇ & Maw LLP▇, at 3▇▇ 400 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___▇▇ January 27, 200_2000, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.90500% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.85965% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.82843% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.76792% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO’Melveny & M▇▇▇▇ & Maw LLP, at 34▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on January 13, 200_2005, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.91000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.86288% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.81628% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.77548% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of MayerM▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on April 25, 200_2006, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.87000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.80522% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.74670% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.67313% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RWinston & ▇▇▇▇▇▇ & Maw LLP, at 3▇33▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on September 22, 200_, 2010 at 10:00 a.m., New York time, or at such other time not later than seven full business days Business Days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the Notes will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.88000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.82370% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.78377% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.73685% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ O'Melveny & Maw Myers LLP, at 3400 South Hope Street, Los Angeles, California, on ▇▇▇▇l 17, 200▇, ▇▇ ▇▇▇:▇▇ ▇.▇▇▇▇ ▇▇▇▇▇▇., ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, on___, 200_, at 10:00 a.m., New York time, or at such ▇▇ ▇▇ ▇▇▇▇ other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.88000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.82179% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.77318% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.74818% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ O'Melveny & Maw Myers LLP, at 3400 South Hope Street, Los Angeles, California, ▇▇ ▇▇nuary 17, ▇▇▇▇, ▇▇ ▇▇▇:▇▇ ▇.▇▇▇▇▇., ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, on___, 200_, at 10:00 a.m., New York time, or at ▇▇ ▇▇ such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.92000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.87484% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] of 99.84353%of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.81000% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of MayerM▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on February 22, 200_2007, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] % of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] % of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] % of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] % of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___, 200_on , at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.91900% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.88500% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.84871% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.79065% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RM▇▇▇▇ & Maw ▇▇▇▇▇ LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on January 24, 200_2008, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.875000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.791087% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.765545% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.747458% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & Myer▇ ▇▇▇ & Maw LLP▇, at 3▇▇ 400 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___▇▇ November 15, 200_2000, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.Trust

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.91000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.86346% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.82552% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.76454% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of MayerM▇▇▇▇, Brown, R▇▇▇ & Maw LLP, at 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___on January 31, 200_2006, at 10:00 a.m., New York time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto. (b) The Notes are to be purchased by the Underwriters at a purchase price equal to (i) in the case of the Class A-1 Notes, [ %] 99.875000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [ %] 99.773584% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, [ %] 99.726446% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, [ %] 99.671992% of the aggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Mayer, Brown, RO'Melveny & Myer▇ ▇▇▇ & Maw LLP▇, at 3▇▇ 400 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, on___▇▇ June 21, 200_2000, at 10:00 a.m., New York Los Angeles time, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, such time being herein referred to as the “"Closing Date.” " The Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities will be available only under the limited circumstances set forth in the Indenture.Trust