Common use of PURCHASE BY THE UNDERWRITERS Clause in Contracts

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s], and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ], or at such other date or time, not later than [ ] full business days thereafter, as shall be agreed upon by the Representative[s] and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.85000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.79750% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.75855% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.71965% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.66297% of the principal amount thereof The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]September 21, 20[ ]2016, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.81000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.76436% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.74457% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.68216% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.62779% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]July 31, 20[ ]2019, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.880000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.826492% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.788935% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.738325% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.694612% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx Sidley Austin LLP, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC, as Representatives of the Representative[s]Several Underwriters named herein (the "Representatives"), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]May 24, 20[ ]2006, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “"Closing Date”"). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 A-2 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, thereof and (iviii) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s], and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ], or at such other date or time, not later than [ ] full business days thereafter, as shall be agreed upon by the Representative[s] and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.86900% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.80528% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.76566% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.70853% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.64724% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]July 29, 20[ ]2015, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 [ ] Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 [ ] Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 ] Notes, [ ]% of the principal amount thereof and (viv) with respect to the Class B [ ] Notes, [ ]% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx Sidley Austin LLP, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by [ ] and [ ], as Representatives of the Representative[s]Several Underwriters named herein (the "Representatives"), and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ]__, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “"Closing Date”"). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.81000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.76813% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.73446% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.69574% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.62867% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]September 20, 20[ ]2017, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.900000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.852957% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.815862% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.758892% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.684388% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx Mayer, Brown, Xxxx & Mawe LLP, Chicago, Illinois or at such other place as shall be agreed upon by Banc of America Securities LLC and Citigroup Global Markets Inc., as Representatives of the Representative[s]Several Underwriters named herein (the “Representatives”), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]June 19, 20[ ]2007, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes Certificates set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 NotesA Certificates, [ ]] % of the principal amount thereof, and (ii) with respect to the Class A-2 NotesB Certificates, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof %. The Depositor shall not be obligated to deliver any of the Underwritten Notes Certificates except upon payment in full for all the Underwritten Notes Certificates to be purchased as provided herein. Delivery of and payment for the Underwritten Notes Certificates shall be made at the office of Xxxxx Xxxxx Sidley Austin LLP, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by [ ] and [ ], as Representatives of the Representative[s]Several Underwriters named herein (the "Representatives"), and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ]__, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “"Closing Date”"). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes Certificates against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes Certificates shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interest of the beneficial owners of the Underwritten Notes Certificates will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes Certificates will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.86900% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.80508% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.77252% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.71072% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.64928% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]February 28, 20[ ]2014, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented A/75910535.7 7 by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s], and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ], or at such other date or time, not later than [ ] full business days thereafter, as shall be agreed upon by the Representative[s] and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s], and the Depositor, at [ ] [a.m.], New York City time, on [ ], 20[ ], or at such other date or time, not later than [ ] full business days thereafter, as shall be agreed upon by the Representative[s] and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer Trust and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes Certificates set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof . The Depositor shall not be obligated to deliver any of the Underwritten Notes Certificates except upon payment in full for all the Underwritten Notes Certificates to be purchased as provided herein. Delivery of and payment for the Underwritten Notes Certificates shall be made at the office of Xxxxx Xxxxx LLPSidley Austin llp, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxx & Company, Inc., as Representatives of the Representative[s]Several Underwriters named herein (the “Representatives”), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ], 20[ ], or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes Certificates against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes the Certificates shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes Certificates will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes Certificates will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 A-2 Notes, [ ]99.854381% of the principal amount thereof, (ii) with respect to the Class A-2 A-3 Notes, [ ]99.812877% of the principal amount thereof, thereof and (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.743637% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC, as Representatives of the Representative[s]Several Underwriters named herein (the “Representatives”), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]January 15, 20[ ]2008, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.988961% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.978691% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx Sidley Austin LLP, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by Banc of America Securities LLC and J.P. Morgan Securities Inc., as Representatives of the Representative[s]Several Underwxxxxxx xxxxd herein (the "Representatives"), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]August 22, 20[ ]2006, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “"Closing Date”"). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 A-2 Notes, [ ]99.79195% of the principal amount thereof, (ii) with respect to the Class A-2 A-3 Notes, [ ]99.71602% of the principal amount thereof, thereof and (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.63258% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [9:00 a.m.], New York City time, on [ ]February 24, 20[ ]2010, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 Notes, [ ]99.900000% of the principal amount thereof, (ii) with respect to the Class A-2 Notes, [ ]99.851590% of the principal amount thereof, (iii) with respect to the Class A-3 Notes, [ ]99.801008% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.729691% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]99.693735% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx Sidley Austin LLP, ChicagoNew York, Illinois New York, or at such other place as shall be agreed upon by Barclays Capital Inc. and Deutsche Bank Securities Inc., as Representatives of the Representative[s]Several Underwriters named herein (the "Representatives"), and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]November 21, 20[ ]2006, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “"Closing Date”"). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“"DTC”"). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenturecircumstances.

PURCHASE BY THE UNDERWRITERS. On the basis of the representations, warranties and agreements contained herein, and subject to the terms and conditions set forth herein, the Depositor agrees to cause to be issued by the Issuer and the Depositor agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Depositor, the respective principal amount of Underwritten Notes set forth opposite the name of such Underwriter in Schedule I 1 hereto at a purchase price equal to (i) with respect to the Class A-1 A-2 Notes, [ ]99.79524% of the principal amount thereof, (ii) with respect to the Class A-2 A-3 Notes, [ ]99.72289% of the principal amount thereof, thereof and (iii) with respect to the Class A-3 Notes, [ ]% of the principal amount thereof, (iv) with respect to the Class A-4 Notes, [ ]99.64796% of the principal amount thereof and (v) with respect to the Class B Notes, [ ]% of the principal amount thereof thereof. The Depositor shall not be obligated to deliver any of the Underwritten Notes except upon payment in full for all the Underwritten Notes to be purchased as provided herein. Delivery of and payment for the Underwritten Notes shall be made at the office of Xxxxx Xxxxx LLP, Chicago, Illinois or at such other place as shall be agreed upon by the Representative[s]Representatives, and the Depositor, at [ ] [a.m.]9:00 A.M., New York City time, on [ ]November 13, 20[ ]2009, or at such other date or time, not later than [ ] five full business days thereafter, as shall be agreed upon by the Representative[s] Representatives and the Depositor (such date and time being referred to herein as the “Closing Date”). On the Closing Date, the Depositor shall deliver or cause to be delivered to the Representative[s] Representatives for the account of each Underwriter the Underwritten Notes against payment to or upon the order of the Depositor of the purchase price in immediately available funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter the hereunder. Upon delivery, each class of Underwritten Notes shall be represented by one or more global certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interest of the beneficial owners of the Underwritten Notes will be represented by book-entries on the records of DTC and participating members thereof. Definitive certificates representing the Underwritten Notes will be available only under the limited circumstances set forth in the Indenture.