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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.86000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.75074% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69441% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62666% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on October 28, 2010 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 28, 2010, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74962% of the principal amount thereof, (iii) the Class A-3 Notes, 99.68264% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62088% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on April 25, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 April 25, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, the respective principal amounts amount of the Underwritten each class of Notes set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The Underwritten Notes are to be purchased II hereto at a purchase price equal to (i) the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the case Prospectus Supplement. For the periods from the Closing Date through the ends of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereofrespective Initial Auction Periods, (iia) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time on February 28, 2003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Definitive Notes will be made available for checking and packaging at only under the office of Deutsche Bank Trust Company Americas limited circumstances specified in The City of New York at least 24 hours prior to the Closing DateBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.83397% of the principal amount thereof, (iii) the Class A-3 Notes, 99.76475% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63228% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on January 23, 2013 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than January 23, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-2 Notes, 99.79389[_______]% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567[______]% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011[______]% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Underwritten Notes will initially be represented by three notes respectively representing $352,000,000[__________], $395,000,000 [_______] and $117,750,000 [_______] aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, at [10:00 a.m.], New York time, on [_______], or at such other time not later than seven full business days thereafter as the Seller, TMCC and the Representatives determine, such time being herein referred to as the “Closing Date”. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of Deutsche Bank Trust Company Americas [___________] in The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Transferor agrees to sell to the several Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Seller Transferor the respective aggregate principal amounts amount of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased opposite the name of such Underwriter, at a purchase price equal to (i) in the case of the Class A-2 Notes, 99.7938999.77500% of the aggregate initial principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount balance thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three one or more notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York, New York Company (“"DTC”) (the “DTC Notes”"). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates Definitive instruments evidencing the DTC Notes will be available only under the limited circumstances specified in the Indenture. The Transferor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Transferor, at the office of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601 (▇▇ ▇▇ suc▇ ▇▇▇er loc▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ World Omni and the Representative) at 10:00 A.M., New York time, on January 21, 2004, or at such other time not later than five full business days thereafter, as World Omni and the Representative determine, such time being herein referred to as the "Closing Date". The instruments evidencing the Notes will be made available for checking and packaging inspection at the office above offices of Deutsche Bank Trust Company Americas in The City of New York Kirkland & Ellis LLP (or at such other location agreed upon among Worl▇ ▇▇▇▇ ▇nd ▇▇▇ ▇epresentative) at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), World Omni, the Transferor and the Underwriters have agreed that the Closing Date will be not less than nine business days following the date hereof.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.91000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.79001% of the principal amount thereof, (iii) the Class A-3 Notes, 99.72579% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69399% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of M▇▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, Chicago, Illinois 60606 not later than 11:00 A.M., New York City time, on February 25, 2016 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York M▇▇▇▇ ▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of M▇▇▇▇ ▇▇▇▇▇ LLP on the Closing Date. The Certificates 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 M▇▇▇▇ ▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 25, 2016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.81022% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74928% of the principal amount thereof and (iv) the Class A-4 Notes, 99.68934% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on July 25, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than July 25, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80971% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74225% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69248% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on November 26, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 Certificates 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 November 26, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74337% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69048% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63055% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on October 21, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 21, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.84851% of the principal amount thereof, (iii) the Class A-3 Notes, 99.75376% of the principal amount thereof and (iv) the Class A-4 Notes, 99.64387% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on July 24, 2013 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than July 24, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees Bank and the Depositor jointly and severally agree to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust: the Class A Notes, at a purchase price of _______% of the principal amount of the Class A Notes; and the Class B Notes at a purchase price of _______% of the principal amount of the Class B Notes, the respective principal amounts of the Underwritten each Class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 bear interest at the rates as set forth in Schedule I. (b) Delivery to the Representative of and $117,750,000 aggregate principal amount of payment for the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will shall be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters made at the office offices of ▇▇▇▇▇▇▇ ▇Hunton & ▇▇▇▇▇▇▇▇ LLPin Richmond, Virginia, at 10:00 A.M., New York City time, on __________________, 1998 (the "Closing Date"). The place of such closing and the Closing Date may be varied by agreement between the Representative and the Depositor. The Notes will be delivered by the Depositor to the Representative for the respective accounts of the Underwriters against payment to the Seller of the purchase price for therefor to or upon the Underwritten order of the Depositor in Federal Funds, by wire, or such other form of payment as to which the parties may agree. Each Class of Notes will be evidenced by wire transfer a single global security in immediately available fundsdefinitive form and/or by additional definitive securities, on and will be registered, in the case of the global Classes of Notes, in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), and in the other cases, in such names and in such denominations as the Representative shall request prior to 1:00 p.m., New York City time, no later than the business day preceding the Closing Date. The interests of beneficial owners of Notes to be delivered to the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will Representative shall be made available for checking and packaging at to the office of Deutsche Bank Trust Company Americas Representative in The City of New York at least 24 hours prior to City for inspection not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80478% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74235% of the principal amount thereof and (iv) the Class A-4 Notes, 99.67304% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ , ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on January 28, 2015 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius 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 Certificates 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 ▇▇▇▇▇▇, ▇▇▇▇▇ & Bockius LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than January 28, 2015, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, 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 Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on [___________] or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80846% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74071% of the principal amount thereof and (iv) the Class A-4 Notes, 99.67758% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on August 20, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP on the Closing Date. The Certificates 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than August 20, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.84400% of the principal amount thereof, (iii) the Class A-3 Notes, 99.75292% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62557% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on October 30, 2013 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 30, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.75181% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69575% of the principal amount thereof and (iv) the Class A-4 Notes, 99.61991% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on May 25, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 May 25, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74089% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69400% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63989% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on February 23, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 February 23, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.82268% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73032% of the principal amount thereof and (iv) the Class A-4 Notes, 99.64972% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on October 18, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 18, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, the respective principal amounts amount of the Underwritten each class of Notes set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The Underwritten Notes are to be purchased II hereto at a purchase price equal to (i) the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the case Prospectus Supplement. For the periods from the Closing Date through the ends of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereofrespective Initial Auction Periods, (iia) in the case of the Class A-3 Notes, 99.74567the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of the aggregate principal amount thereof and America Securities LLC; (iii) in the case of the b)the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 A-6 Notes and the Class A-4 B-2 Notes will initially shall bear interest at rates not to exceed 3.00% per annum, to be represented agreed to by three notes respectively representing $352,000,000, $395,000,000 the Sponsor and $117,750,000 aggregate principal amount of J.P. Morgan Securities Inc.; and (c) the Class A-7 Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of shall bear ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLPrates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc. The Sponsor will deliver the Notes to the Underwriters, against payment to the Seller of the purchase price for to or upon the Underwritten Notes order of the Sponsor by wire transfer in immediately available federal (same day) funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of Deutsche Bank Trust Company Americas in The City of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York at least 24 hours prior to the Closing Date.10038, at

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, Resources and the Seller agrees Depositor jointly and severally agree to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust: the Series 1999A-1 Notes, at a purchase price of _______% of the principal amount of the Series 1999A-1 Notes; the Series 1999A-2 Notes, at a purchase price of _______% of the principal amount of the Series 1999A-2 Notes; and the Series 1999B-1 Notes at a purchase price of _______% of the principal amount of the Series 1999B-1 Notes, the respective principal amounts of the Underwritten each Series of Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are will bear interest at the rates as set forth in Schedule I. (b) No later than 12:00 noon, Cincinnati time, on _________, 1999, or at such other time or on such earlier or later date as shall have been mutually agreed upon by the Depositor and the Representative, the Depositor shall deliver, or cause to be purchased at delivered the Notes to the Indenture Trustee to be held in its custody pursuant to a FAST delivery arrangement with and on behalf of The Depository Trust Company ("DTC") which Notes shall be in form satisfactory to the Representative duly executed by the Depositor, and shall deliver a specimen copy of each executed and authenticated Note to the Representative together with the other documents hereinafter mentioned; and the Representative shall accept such delivery for the respective accounts of the Underwriters and the Underwriters shall pay the purchase price equal of the Notes as set forth in Schedule I by wire transfer in clearinghouse funds to the Indenture Trustee for the account of the Depositor. Such payment and delivery is herein called the "Closing," and the date of the Closing is herein called the "Closing Date." The Notes (i) one Note for each series in the case of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567% of the aggregate respective principal amount thereof unless otherwise required by the rules and (iiiregulations of DTC) in shall be made available to the case of Representative for checking and delivery to the Class A-4 Notes, 99.67011% of Indenture Trustee not less than 24 hours prior to the aggregate principal amount thereofClosing at a place designated by the Representative. The Class A-2 Notes, the Class A-3 Notes may be typewritten and the Class A-4 Notes will initially shall be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., Co. The Depositor and the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners Co-Owner Trustee on behalf of the Trust will file with DTC a DTC Letter of Representation, together with any rider and/or supplement thereto, required by DTC to permit the Notes will to be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified held in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts custody of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment Indenture Trustee pursuant to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Datea FAST delivery arrangement.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.90000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.79663% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73806% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69849% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of M▇▇▇▇ ▇▇▇▇▇ LLP, 7▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, Chicago, Illinois 60606 not later than 11:00 A.M., New York City time, on May 31, 2016 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York M▇▇▇▇ ▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of M▇▇▇▇ ▇▇▇▇▇ LLP on the Closing Date. The Certificates 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 M▇▇▇▇ ▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than May 31, 2016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80219% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74798% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69074% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on May 21, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than May 21, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Sponsor agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, the respective principal amounts amount of the Underwritten each class of Notes set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The Underwritten Notes are to be purchased II hereto at a purchase price equal to (i) the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the case Prospectus Supplement. For the periods from the Closing Date through the ends of the Class A-2 Notes, 99.79389% of the aggregate principal amount thereofrespective Initial Auction Periods, (iia) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time on February 28, 2003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Definitive Notes will be made available for checking and packaging at only under the office of Deutsche Bank Trust Company Americas limited circumstances specified in The City of New York at least 24 hours prior to the Closing DateBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller the respective principal amounts of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the case of the Class A-2 Notes, 99.7938999.79936% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.7456799.73152% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.6701199.68734% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000560,000,000, $395,000,000 480,000,000 and $117,750,000 165,250,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80244% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73909% of the principal amount thereof and (iv) the Class A-4 Notes, 99.68302% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on February 27, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 February 27, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller Company agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.83155% of the principal amount thereof, (iii) the Class A-3 Notes, 99.76060% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63220% of the principal amount thereof, the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I A hereto. The Underwritten AHFC will cause the Trust to deliver against payment of the purchase price, the Notes are to be purchased at a purchase price equal to (i) of each Class in the case form of one or more permanent global securities in definitive form (the Class A-2 “Global Notes, 99.79389% of ”) deposited with the aggregate principal amount thereof, Indenture Trustee as custodian for The Depository Trust Company (ii“DTC”) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., the as nominee of The Depository Trust Company, New York, New York (“for DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Interests in any permanent Global Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available held only under in book-entry form through DTC, except in the limited circumstances specified described in the Basic DocumentsProspectus. The Seller will deliver Payment for the DTC Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives for by the respective securities accounts of Company at a bank acceptable to the Underwriters Representatives at the office offices of ▇B▇▇▇▇▇▇ ▇M▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on April 24, 2013 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against payment delivery to the Seller Indenture Trustee as custodian for DTC of the purchase price for Global Notes representing all of the Underwritten Notes by wire transfer in immediately available funds, on the Closing DateNotes. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the DTC Global Notes will be made available for checking and packaging at the above office of Deutsche Bank Trust Company Americas in The City of New York B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ 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 B▇▇▇▇▇▇ M▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than April 24, 2013, unless otherwise agreed to as described above.