Common use of Xxxxxxxxxxxx Clause in Contracts

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxxxx Xxxx Xxxxxxxxxxxxx Xxx., a Delaware corporation (the "CompanyIssuer"), proposesproposes to sell, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A hereto (the "CSFBCInitial Purchasers," or the or, each, an "Initial Purchaser") ), $65,000,000 125,000,000 aggregate principal amount of its 162.9375% Convertible Senior Subordinated Notes Due 2011 2024 (the "Firm Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). In addition, the Issuer proposes to grant to the Initial Purchasers the option to purchase from the Issuer some or all of the Option Notes (as defined in Section 8 below). The Firm Notes and the Option Notes are hereinafter collectively sometimes referred to as the "Notes." The Notes will have the terms and provisions that are described in the Memorandum (as defined below) under the heading "Description of the Notes" and are to be issued pursuant to an indenture Indenture dated as of October 4, 2004 (the "Indenture") to be dated as of entered into among the Closing Date Issuer, Lions Gate Entertainment Corp., a British Columbia corporation (as defined below)the "Company") and J. P. Morgan Trust Company, between the Company and State Street Bank and Trust Company of California, N.A.National Association, as trustee (the "TrusteeTrxxxxx"). As part Xxxment of principal and interest on the transactions Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior subordinated basis (the "TransactionsGuarantee") as defined in by the "Description Company. Subject to certain conditions, the Notes will be convertible into common shares, no par value, of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger Company (the "MergerCommon Shares"). Concurrently with The Notes will be offered and sold to the consummation Initial Purchasers without being registered under the Securities Act of the Merger1933, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement as amended (together with the related guaranties rules and security documentsregulations promulgated thereunder, the "Credit AgreementSecurities Act"), in reliance upon an exemption therefrom. The Issuer has prepared a preliminary offering memorandum dated September 28, 2004 (the "Preliminary Offering Memorandum") among itselfand will prepare an offering memorandum dated the date hereof (the "Offering Memorandum" and, together with the Preliminary Offering Memorandum, the guarantors named therein"Memorandum") setting forth information concerning the Issuer, Credit Suisse First Boston, New York branch, as administrative agent, the Company and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements"Notes. The Operative Documents and Memorandum will incorporate by reference the Transaction Agreements are sometimes referred to in this Agreement collectively as Company's (i) Annual Report on Form 10-K for the "Transaction Documents". References in this Agreement to year ended March 31, 2004, (ii) Quarterly Report on Form 10-Q for the subsidiaries quarter enxxx Xxxx 00, 0000, (iii) Proxy Statement for the annual meeting of shareholders of the Company shall include all direct held on September 14, 2004 and indirect subsidiaries of (iv) Current Report on Form 8-K filed with the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Commission (as defined below) on September 28, 2004 (other than information in the documents that is deemed not to be filed with the Commission) (all such documents listed in clauses (i) through (iv) referred to herein as the "Incorporated Documents"). The Company hereby agrees with Copies of the Initial Purchaser as follows:Preliminary Offering Memorandum have been, and copies of the Offering

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxx Xxxxxxlogy, Xxx.Inc., a Delaware corporation (the "Company"), proposesproposes to issue and sell, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and sell to Credit Suisse First Boston Corporation J.P. Morgan Securities Inc. ("CSFBC" or the "Initial PurchaserPurchasers," or, each, an ") Xxxxxxx Xxxchaser"), $65,000,000 aggregate 425,000,000 principal amount of its 167 3/4% Senior Notes Due 2011 due May 15, 2013 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be Indenture dated as of the Closing Date (as defined below), herein) (the "Indenture") to be entered into between the Company and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of References herein to the transactions (Notes shall, unless the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein)context otherwise requires, BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, include the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Notes will be offered and sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon an exemption therefrom and will be resold by the Initial Purchasers pursuant to Rule 144A under the Securities Act ("Rule 144A") and/or Regulation S under the Securities Act ("Regulation S"). The Company is preparing an offering memorandum dated the date hereof (the "Offering Memorandum") setting forth information concerning the Company and the Notes. Copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. Any references herein to the Offering Memorandum shall be deemed to include all amendments and supplements thereto, unless otherwise noted, and all documents or financial statements incorporated by reference therein. The Company hereby agrees confirms that it has authorized the use of the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchaser as follows:Purchasers solely in accordance with Section 3. Holders of the Notes (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement substantially in the form contained in Exhibit A attached hereto (the "Registration Rights Agreement") to be dated, and executed on, the Closing Date. Pursuant to the Registration Rights Agreement the Company will agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under the Securities Act (the "Exchange Offer Registration Statement") registering an issue of notes of the Company (the "Exchange Notes") that are identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions or liquidated damages), and (ii) under certain circumstances, one or more shelf registration statements pursuant to Rule 415 under the Securities Act (the "Shelf Registration Statement"), relating to the resale by certain holders of the Notes.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxxxx Xxxxxxx Xxxmercial Funding Corp., a Delaware corporation (the "CompanyDepositor"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" form one or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 more real estate mortgage investment conduits (the "NotesTrust"), which will issue securities entitled Commercial Mortgage Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates, Series 2007-GG9 (the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust will consist of a pool of fixed rate mortgage loans, secured by multifamily and commercial properties (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Greenwich Capital Financial Products, Inc., Goldman Sachs Mortgage Company and Lehman Brothers Bank, FSB, (each, x "Xxxxgage Loan Seller and collectxxxxx, "the Mortgage Loan Sellers"), pursuant to separate certain Mortgage Loan Purchase Agreements, each dated as of March 1, 2007 (each, a "Mortgage Loan Purchase Agreement" and collectively, the "Mortgage Loan Purchase Agreements"), and will be serviced by Wachovia Bank, National Association, as master servicer (the "Master Servicer") and 339,820 shares of Class A common stock LNR Partners, Inc., as special servicer (the "Common StockSpecial Servicer") of the Company), par value $0.01 per share pursuant to that certain Pooling and Servicing Agreement (the "Shares" Pooling and together with the Notes, the "Offered SecuritiesServicing Agreement"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be , dated as of March 1, 2007, by and among the Closing Date (as defined below)Depositor, between the Company Master Servicer, the Special Servicer, and State Street LaSalle Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of , and certain related property to be conveyed to the transactions Trust by the Depositor (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "MergerTrust Fund"). Concurrently with The Mortgage Loans will be transferred to the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agentTrust, and the lenders named thereinCertificates will be issued pursuant to the Pooling and Servicing Agreement. This AgreementThe Class A-1, the IndentureA-2, the Offered SecuritiesA-3, the Exchange Securities (as defined in the Notes Registration Rights Agreement)A-AB, the Notes Registration Rights AgreementA-4, the Securityholders A-1-A, A-M, A-J, B, C, D, E and F Certificaxxx xxxx xxx xxxxxxx xx this Agreement and offered by means of the Anti- Dilution Agreement Registration Statement are sometimes referred to in this Agreement collectively herein as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Publicly Offered Certificates." Capitalized terms used herein but not defined herein shall have the respective meanings given to such terms them in the Offering Document Pooling and Servicing Agreement. At or prior to the time when sales to purchasers of the Publicly Offered Certificates were first made, which was approximately 1:30 p.m. (Eastern Standard Time) on February 21, 2007 (the "Time of Sale"), the Depositor had prepared the following information (collectively, the "Time of Sale Information"): (i) the Depositor's Free Writing Prospectus dated February 12, 2007 (the cover page of which is attached hereto as Annex A) to accompany the Depositor's Prospectus dated February 12, 2007, relating to the Certificates, (ii) the term sheet dated February 12, 2007 and (iii) each other "free-writing prospectus" (as defined belowpursuant to Rule 405 under the Securities Act) (a "Free Writing Prospectus") the first page of each of which is attached as Annex B hereto. If, subsequent to the date of this Agreement, the Depositor and the Underwriters (x) determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (y) terminate their old purchase contracts and enter into new purchase contracts with investors in the Publicly Offered Certificates, then "Time of Sale Information" will refer to the information conveyed to purchasers at the time of entry into such new purchase contract, including any information that corrects such material misstatements or omissions ("Corrective Information") and "Time of Sale" will refer to the time and date on which such new purchase contracts were entered into. The offering of the Publicly Offered Certificates made pursuant to the Registration Statement will be made through you as underwriters. This Underwriting Agreement (this "Agreement") provides for the sale of such Publicly Offered Certificates to, and the purchase and offering thereof by, you, as underwriters (collectively, the "Underwriters" and each, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Publicly Offered Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement, the Classes of Publicly Offered Certificates, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Publicly Offered Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Publicly Offered Certificates are to be sold will be determined. The Company hereby agrees with offering of the Initial Purchaser as follows:Publicly Offered Certificates will be governed by this Agreement.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxxxxxx Xxxxxxxxxon of America, a Delaware Maryland corporation (the "Company"), proposesproposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of $150,000,000 in principal amount of its 6.75% Senior Notes due 2014 (the "Notes"), subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation set forth in this Underwriting Agreement (this "Agreement"). Banc of America Securities LLC ("CSFBC" or BAS"), Lehman Brothers Inc. and Wachovia Capital Markets, LLC have agreed to xxx xs representatives of the several Underwriters (in such capacity, the "Initial PurchaserRepresentatives") $65,000,000 aggregate principal amount in connection with the offering and sale of its 16% Senior the Notes. The Notes Due 2011 will be guaranteed (collectively, the "Guarantees") by each of the subsidiary guarantors named in Schedule B (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered SecuritiesNotes Guarantors"). The Notes and the Guarantees are collectively referred to herein as the "Securities." The Securities are to be issued pursuant to an the provisions of a base indenture (the "Indenture") to be dated as of January 23, 2006 (the Closing Date (as defined below)"Base Indenture") among the Company, between the Company Notes Guarantors and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"), as amended and supplemented by a first supplemental indenture to be dated as of January 23, 2006. As part The Base Indenture, as supplemented by the first supplemental indenture, is referred to herein as the "Indenture." The Company hereby confirms its engagement of HSBC Securities (USA) Inc. ("HSBC") as, and HSBC hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter," within the meaning of Section (b)(15) of Conduct Rule 2720 of the transactions National Association of Securities Dealers, Inc. (the "TransactionsNASD") as defined in with respect to the "Description offering and sale of the Notes" and as described under the heading "The Transactions" . HSBC, solely in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI its capacity as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Mergerqualified independent underwriter and not otherwise, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes is referred to in this Agreement collectively herein as the "Operative Documents"QIU." HSBC will not receive any compensation for serving as the QIU. All material agreements and instruments relating The yield at which the Notes will be distributed to the Transactions (including, but public shall not limited to, be lower than that recommended by the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:QIU.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxt Corporation, a Delaware New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") have in the past and propose to continue in the future to convey commercial insurance premium finance loans (the "CompanyReceivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), proposes, subject who then proposes to convey such Receivables to the terms Mellon Premium Finance Loan Owner Trust (the "Transferor"). The Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and conditions stated herein, proposes to cause the Trust to issue and sell to Credit Suisse First Boston Corporation the Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $450,000,000 aggregate initial principal amount of its Class A Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class A Certificates"), the terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement, dated the date hereof (the "Class B Underwriting Agreement") among the Seller, the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $20,000,000 aggregate initial principal amount of the Trust's Class B Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Trust was originally formed pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996 (the "Original P&S"), among the Seller, as transferor, AFCO Credit, as servicer, AFCO Acceptance, as servicer, Premium Financing Specialists, Inc., a Missouri corporation ("CSFBC" or PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer, and The First National Bank of Chicago, as Trustee (the "Initial PurchaserOriginal Trustee") $65,000,000 ). Pursuant to the Series 1996-1 Supplement (the "1996-1 Supplement"), dated as of December 1, 1996, among the Seller, the Servicer, PFSI, PFSIC, and the Original Trustee, the Trust issued its Series 1996-1, Class A and Class B Certificates, in the initial aggregate principal amount of its 16% Senior Notes Due 2011 $465,000,000 (collectively, the "1996-1 Certificates"). Certain of the Receivables were originally transferred to the Trust pursuant to the Receivables Purchase Agreement, dated as of December 1, 1996, among the Seller and the Originators (the "NotesOriginal Receivables Purchase Agreement") ). The proceeds received by the Trust in connection with the issuance and 339,820 shares sale of Class A common stock the Certificates will be used to redeem and retire the 1996-1 Certificates in full and to purchase additional Receivables. In connection therewith, Receivables will be conveyed by the Originators to the Seller, both on the date of issuance of the Certificates and from time to time in the future, pursuant to the First Tier Receivables Purchase Agreement (which amends and restates the Original Receivables Purchase Agreement in its entirety), dated as of June 15, 2001 (the "Common StockFirst Tier Receivables Purchase Agreement") between the Originators and the Seller. All such Receivables then will be conveyed by the Seller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement dated as of the CompanyJune 15, par value $0.01 per share 2001 (the "SharesSecond Tier Receivables Purchase Agreement") between the Seller and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to an Amended and Restated Pooling and Servicing Agreement (which amends and restates the Original P&S in its entirety), dated as of June 15, 2001 (the "P&S"), among the Transferor, as transferor, AFCO Credit, as servicer, AFCO Acceptance, as servicer, PFSI, as back-up servicer, PFSIC, as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer"), and Wells Fargo Bank Minnesota, a national banking association, as trustee (xxx "Trustee"). The Certificates will then be issued pursuant to the Series 2001-1 Supplement, dated as of June 15, 2001, among the Transferor, the Servicer, the Back-up Servicer and the Trustee (the "Series Supplement" and together with the NotesP&S, the "Offered SecuritiesPooling and Servicing Agreement"). The Notes are to be issued pursuant to an indenture In addition, the Transferor, the Servicer, the Trustee, the Seller, the CA Investor named therein (the "IndentureCollateral Interest Holder") and Bayerische Hypo- und Vereinsbank AG, New York Branch, as agent (the "Agent") will enter into a Loan Agreement (the "Loan Agreement") to be dated as of the Closing Date (as defined below) pursuant to which the Collateral Interest Holder will acquire $30,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. The Trust may, from time to time, enter into additional series supplements and issue other classes of certificates on such terms and with such rights in the Receivables as are not inconsistent with the rights and remedies of holders of the Certificates. The Transferor was formed pursuant to the Trust Agreement, dated as of May 23, 2001, as amended and restated as of June 15, 2001 (collectively, the "Trust Agreement"), each between the Company and State Street Bank and Trust Company of California, N.A.Seller, as depositor, and Chase Manhattan Bank USA, National Association, as owner trustee (the "Owner Trustee"). As part Pursuant to the Trust Agreement, the Seller transferred to the Transferor all of its right, title and interest in and to the transactions undivided interest in the Trust not represented by the Certificates, or other interests issued by the Trust from time to time, originally created under the Original P&S (the "TransactionsTransferor Interest") as defined ). The Seller is the sole owner of the Transferor. The Transferor will own the undivided interest in the "Description of Trust not represented by the Notes" and as described under Certificates or other interests issued by the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger Trust from time to time (the "MergerTransferor Interest"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but herein (including in the Introductory hereto) that are not otherwise defined herein shall have the meanings given to such terms ascribed thereto in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Pooling and Servicing Agreement.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxx., a x Delaware corporation (the "Company"), proposeshas entered into an asset purchase agreement dated December 10, 2004 (the "Asset Purchase Agreement") with Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc. (collectively, the "Predecessor Entities") and RMP Family Trust, Ronald M. Popeil, (taken together with the Predecessor Entities, the "Xxxxxxx"), xxxreby the Company has agreed to purchase substantially all the assets of the Predecessor Entities from the Sellers for a total purchase price of $55,000,000 (the "Purchase Price," consisting of $40,000,000 in cash and $15,000,000 in promissory notes), subject to adjustment as provided in the terms Asset Purchase Agreement. In addition, the Company has, or will prior to the closing of the Ronco Asset Purchase (as defined below), executed a series of agreements with Mr. Popeil, including a multi-year consulting agreement and conditions stated hereina new prxxxxx xxxxlopment agreement, to issue which ensure Mr. Popeil's continued involvement and sell to Credit Suisse First Boston Corporation ("CSFBC" or financial interest in our busxxxxx. Xxxxx together, the foregoing agreements and arrangements represent the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 Ronco Asset Purchase." The Company has also entered into a merger agreement (the "NotesMerger Agreement") with Fi-Tek VII, Inc., a Delaware corporation ("FTK"), pursuant to which (i) the Company will merge with and 339,820 into Ronco Acquisition Corporation, a wholly-owned subsidiary of FTK, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of FTK, and (ii) FTK will change its name to "Ronco Corporation" (the "Merger Transaction"). Upon consummation of the Merger Transaction, Ronco Corporation shall assume all of the Company's rights and obligations under this Agreement and all references to the Company shall be deemed to be references to Ronco Corporation. To fund the cash portion of the Purchase Price of the Ronco Asset Purchase, the Company proposes to sell up to 13,262,600 shares (the "Shares") of Class A common stock Common Stock, $0.00001 par value per share (the "Common Stock") ), of the Company, par value Ronco Corporation at a purchase price of $0.01 3.77 per share (the "Shares" and together with the Notes, the "Offered SecuritiesOffering Price"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the MergerRonco Asset Purchase, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), Merger Transaction and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries sale of the Company Shares shall include all direct occur contemporaneously and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:be conditioned upon one another.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxx Xxxxxxxx Xxxxxxables Corp., a Delaware Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation cause Advanta Business Card Master Trust, a Delaware common law trust ("CSFBC" or the "Initial PurchaserIssuer") ), to issue $65,000,000 200,000,000 aggregate principal amount of its 16% Senior Advanta Business Card Master Trust AdvantaSeries Class A(2005-A5) Asset Backed Notes Due 2011 (the "Notes") and 339,820 shares ). The Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of Class A common stock August 1, 2000 (the "Common StockTrust Agreement") of between the Company and Wilmington Trust Company, par value $0.01 per share as owner trustee (the "SharesOwner Trustee"). The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the "Master Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2005-A5) Terms Document dated as of December 6, 2005 (the "Indenture Supplement" and together with the NotesMaster Indenture, the "Offered SecuritiesIndenture"). The Notes assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts of Advanta Bank Corp. The Receivables are transferred to be issued the Issuer pursuant to an indenture a Transfer and Servicing Agreement, dated as of August 1, 2000 (the "IndentureTransfer and Servicing Agreement") ), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to be the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the Closing Date (as defined below"Receivables Purchase Agreement"), between the Company and State Street Bank and Trust Company Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of Californiathe Noteholders pursuant to a letter agreement dated as of August 1, N.A., as trustee 2000 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Security Agreement"), a Securityholders' Agreement between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Securityholders Administration Agreement"), and an Anti-Dilution Agreement between Advanta, as administrator (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsin such capacity, the "Credit AgreementAdministrator") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent), and the lenders named thereinIssuer. This The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Trust Agreement, the Securityholders Security Agreement and the Anti- Dilution Administration Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingherein, but not limited tocollectively, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents." This Underwriting Agreement is referred to herein as this ". References in this Agreement to Agreement." To the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized extent not defined herein, capitalized terms used but not defined herein shall have the meanings given to such terms assigned in the Offering Document (as defined below)Transaction Documents. The Advanta and the Company hereby agrees agree with the Initial Purchaser underwriters for the Notes listed on Schedule A hereto (the "Underwriters") as follows:

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxxx Xxxx Xxpital Corporation, Xxx., a Delaware an Arizona corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell from time to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") time up to $65,000,000 500,000,000 in aggregate principal amount of its 16% Senior Notes Due 2011 unsecured debentures, notes or other evidences of indebtedness (the "NotesSecurities") and 339,820 shares of Class A common stock (registered under the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"registration statement referred to in Section 2(a). The Notes are to Securities will be issued pursuant to an indenture under the Indenture, dated as of December 1, 2000, between the Company and The Bank of New York, as Trustee, (the "Indenture") to be dated as of the Closing Date (as defined below), as amended and supplemented by one or more Supplemental Indentures between the Company and State Street Bank and Trust Company of Californiathe Trustee (each, N.A., as trustee a "Supplemental Indenture") (the Indenture as amended and supplemented by such Supplemental Indentures being sometimes hereinafter referred to as the "TrusteeIndenture"). As part The Securities will be issued in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices, and other terms, with all such terms for any particular issue of the transactions (Securities being determined at the time of sale. Particular issues of the Securities may be sold from time to time to one or more of the firms to whom this Agreement is addressed, and to such other purchasers as the Company shall designate and as shall agree in writing to comply with the terms and conditions of this Agreement, for resale in accordance with the terms of offering determined at the time of sale. The Securities involved in any such offering are hereinafter referred to as the "Transactions") Purchased Securities," the party or parties that agree to purchase the same are hereinafter referred to as defined in the "Description Underwriters" of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agentPurchased Securities, and the lenders named therein. This Agreementrepresentative or representatives of the Underwriters, the Indentureif any, the Offered Securities, the Exchange Securities (as defined specified in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders a Terms Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively Section 3 are hereinafter referred to as the "Operative DocumentsRepresentatives.". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxx Xxxxxx, Xxx., a Delaware corporation (the "Company") and Ocean Energy, Inc., a Louisiana corporation (the "Guarantor"), proposesconfirm their agreement with Goldman, subject Sachs & Co. ("Goldman") and Merrill Lynch & Co., Merrill Lyncx, Xxxxce, Fenner & Smith Incorporatex ("Xxxrxxx Xynch") axx xxxx of the other Unxxxxxxterx xxxed in Schedule A xxxxxx (xxxxectively, the "Underwriters", which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), for whom Goldman and Merrill Lynch acting as representatives (in such capacity, the "Represxxxxxxxex"), with respect to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or sale by the "Initial Purchaser") Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $65,000,000 400,000,000 aggregate principal amount of its 16the Company's 4.375% Senior Notes Due 2011 due October 1, 2007 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes Securities are to be issued pursuant to an indenture dated as of September 28, 2001 (the "Indenture") to be dated among the Company, as issuer, the Guarantor, as guarantor, and The Bank of the Closing Date (as defined below)New York, between the Company and State Street Bank and Trust Company of California, N.A.a New York banking corporation, as trustee (the "Trustee"). As part of The term "Indenture," as used herein, includes the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities Officer's Certificate (as defined in the Notes Registration Rights AgreementIndenture) establishing the form and terms of the Securities pursuant to Sections 2.3 and 2.4 of the Indenture. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and Exchange Commission (the "Commission") registration statements (No. 333-67136, 333-79765, 333-34841 and 33-64051, including a combined prospectus pursuant to Rule 429 covering the registration of the Securities under the Securities Act of 1933, as amended (the "1933 Act"), including the Notes Registration Rights related preliminary prospectus or prospectuses, and the registration statements have become effective. Such registration statements, as amended at the time of this Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes hereinafter referred to in this Agreement collectively as the "Operative DocumentsRegistration Statement". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreementcombined prospectus included in such Registration Statement, as supplemented as of the date hereof to reflect the terms of the Securities and the terms of offering thereof, as first filed with the Commission pursuant to and in accordance with Rule 424(b) are sometimes ("Rule 424(b)") under the 1933 Act, including all material incorporated by reference therein, is hereinafter referred to in this Agreement collectively as the "Transaction AgreementsProspectus". The Operative Documents No document has been or will be prepared or distributed in reliance on Rule 434 under the 1933 Act. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and the Transaction Agreements are sometimes referred to in this Agreement collectively as the Retrieval system ("Transaction DocumentsEDGAR"). References All references in this Agreement to financial statexxxxx and schedules and other information which is "contained," "included" or "stated" in the subsidiaries Registration Statement, any preliminary prospectus or the Prospectus (or other references of the Company like import) shall be deemed to mean and include all direct such financial statements and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms schedules and other information which is incorporated by reference in the Offering Document Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the "1934 Act") which is incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as defined below). The Company hereby agrees with the Initial Purchaser as follows:case may be.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxx Xxxxxxxx Xxxxxxables Corp., a Delaware Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation cause Advanta Business Card Master Trust, a Delaware common law trust ("CSFBC" or the "Initial PurchaserIssuer") ), to issue $65,000,000 150,000,000 aggregate principal amount of its 16% Senior Advanta Business Card Master Trust AdvantaSeries Class A(2005-A4) Asset Backed Notes Due 2011 (the "Notes") and 339,820 shares ). The Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of Class A common stock August 1, 2000 (the "Common StockTrust Agreement") of between the Company and Wilmington Trust Company, par value $0.01 per share as owner trustee (the "SharesOwner Trustee"). The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the "Master Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2005-A4) Terms Document dated as of December 6, 2005 (the "Indenture Supplement" and together with the NotesMaster Indenture, the "Offered SecuritiesIndenture"). The Notes assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts of Advanta Bank Corp. The Receivables are transferred to be issued the Issuer pursuant to an indenture a Transfer and Servicing Agreement, dated as of August 1, 2000 (the "IndentureTransfer and Servicing Agreement") ), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to be the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the Closing Date (as defined below"Receivables Purchase Agreement"), between the Company and State Street Bank and Trust Company Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of Californiathe Noteholders pursuant to a letter agreement dated as of August 1, N.A., as trustee 2000 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Security Agreement"), a Securityholders' Agreement between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Securityholders Administration Agreement"), and an Anti-Dilution Agreement between Advanta, as administrator (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsin such capacity, the "Credit AgreementAdministrator") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent), and the lenders named thereinIssuer. This The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Trust Agreement, the Securityholders Security Agreement and the Anti- Dilution Administration Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingherein, but not limited tocollectively, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents." This Underwriting Agreement is referred to herein as this ". References in this Agreement to Agreement." To the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized extent not defined herein, capitalized terms used but not defined herein shall have the meanings given to such terms assigned in the Offering Document (as defined below)Transaction Documents. The Advanta and the Company hereby agrees agree with the Initial Purchaser underwriters for the Notes listed on Schedule A hereto (the "Underwriters") as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxx Xxxxxxxx Xxxxxxables Corp., a Delaware Nevada corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation cause Advanta Business Card Master Trust, a Delaware common law trust ("CSFBC" or the "Initial PurchaserIssuer") ), to issue $65,000,000 100,000,000 aggregate principal amount of its 16% Senior Advanta Business Card Master Trust AdvantaSeries Class C(2005-C1) Asset Backed Notes Due 2011 (the "Notes") and 339,820 shares ). The Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of Class A common stock August 1, 2000 (the "Common StockTrust Agreement") of between the Company and Wilmington Trust Company, par value $0.01 per share as owner trustee (the "SharesOwner Trustee"). The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the "Master Indenture"), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"), as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class C(2005-C1) Terms Document dated as of September 21, 2005 (the "Indenture Supplement" and together with the NotesMaster Indenture, the "Offered SecuritiesIndenture"). The Notes assets of the Issuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts of Advanta Bank Corp. The Receivables are transferred to be issued the Issuer pursuant to an indenture a Transfer and Servicing Agreement, dated as of August 1, 2000 (the "IndentureTransfer and Servicing Agreement") ), between the Company, Advanta Bank Corp. ("Advanta"), as servicer (in such capacity, the "Servicer"), and the Issuer. The Receivables transferred to be the Issuer by the Company are acquired by the Company from Advanta, pursuant to a Receivables Purchase Agreement, dated as of August 1, 2000 (the Closing Date (as defined below"Receivables Purchase Agreement"), between the Company and State Street Bank and Trust Company Advanta. Advanta granted a security interest in the Receivables to the Indenture Trustee for the benefit of Californiathe Noteholders pursuant to a letter agreement dated as of August 1, N.A., as trustee 2000 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Security Agreement"), a Securityholders' Agreement between Advanta and the Indenture Trustee. Advanta has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the "Securityholders Administration Agreement"), and an Anti-Dilution Agreement between Advanta, as administrator (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentsin such capacity, the "Credit AgreementAdministrator") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent), and the lenders named thereinIssuer. This The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Trust Agreement, the Securityholders Security Agreement and the Anti- Dilution Administration Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (includingherein, but not limited tocollectively, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents." This Underwriting Agreement is referred to herein as this ". References in this Agreement to Agreement." To the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized extent not defined herein, capitalized terms used but not defined herein shall have the meanings given to such terms assigned in the Offering Document (as defined below)Transaction Documents. The Advanta and the Company hereby agrees agree with the Initial Purchaser underwriters for the Notes listed on Schedule A hereto (the "Underwriters") as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.XX First Boston Mortgage Securities Corp., a Delaware corporation (the "CompanyDepositor"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" form one or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 more grantor trusts or real estate mortgage investment conduits (the "NotesTrusts") and 339,820 shares of Class A common stock ), which will issue, from time to time, securities entitled Commercial/Multifamily Mortgage Pass-Through Certificates or other titles to be designated from time to time (the "Common StockCertificates") of the Company, par value $0.01 per share in one or more series (the "Shares" and together with the Notes, the "Offered Securities"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in a Trust. The Notes Trusts, in the aggregate, will issue, on terms determined at the time of sale, up to $640,693,943 of the Certificates on the terms specified in the applicable Prospectus (as hereinafter defined). The property of each Trust may consist of a pool of one or more mortgage loans secured by first or junior liens on commercial real estate properties, multifamily residential properties and/or mixed residential/commercial properties and may also include participation interests in such types of mortgage loans, installment contracts for the sale of such types of properties and/or mortgage pass-through certificates (collectively, the "Mortgage Loans") that are purchased by the Depositor from various sellers (each an "Unaffiliated Seller") pursuant to an agreement regarding the sale of the Mortgage Loans (the "Sale Agreement"), dated the date of the Terms Agreement (as hereinafter defined) or the applicable Specified Delivery Date (as hereinafter defined), between the Unaffiliated Seller and the Depositor and are serviced by the Unaffiliated Seller in its capacity as servicer (the "Servicer") pursuant to, if specified in the Terms Agreement, a Seller's Warranties and Servicing Agreement (the "Servicing Agreement"), dated as of the date set forth in the Terms Agreement, between the Depositor and the Unaffiliated Seller and a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of the date set forth in the Terms Agreement, between the Depositor and certain qualified national banking associations or corporations, as Trustee (in each case, the "Trustee") and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans in the Trust Fund for a Series will be transferred to the related Trust and the Certificates to which this Agreement applies will be issued pursuant to an indenture (the "Indenture") Pooling and Servicing Agreement. Credit enhancement with respect to the Mortgage Loans included in the Trust Fund for a Series may be provided by a letter of credit issued pursuant to a Letter of Credit Agreement, in each case, dated as of the Closing Date (as defined below)date set forth in the Terms Agreement, between the Company Depositor and State Street Bank and Trust Company of California, N.A., as trustee a bank or financial institution named therein (the "TrusteeLetter of Credit Bank"), or a certificate guarantee insurance policy (the "Guarantee Policy") issued pursuant to a Certificate Guarantee Insurance Policy Agreement, in each case, dated as of the date set forth in the Terms Agreement, by and between the Depositor and an insurance company named therein (the "Guarantor"), which Guarantee Policy will guarantee timely distributions of interest and full distributions of principal, as specified in the Pooling and Servicing Agreement with respect to such Series. If so specified in the Pooling and Servicing Agreement with respect to a Series, in lieu of, or in addition to, the foregoing methods of credit enhancement, credit support may be provided by the subordination of a class or subclass of Certificates or a fund may be established (the "Reserve Fund") into which payments on or with respect to a percentage of the Mortgage Loans included in the Trust Fund, as specified in such Pooling and Servicing Agreement, will be deposited. If so specified in the Pooling and Servicing Agreement with respect to a Series, the Trust Fund for a Series of Certificates may also include one or more accounts or funds established by the Depositor pursuant to such Pooling and Servicing Agreement, or one or more methods of credit enhancement in lieu of, or in addition to, the methods of credit enhancement specified above (the "Alternative Credit Enhancement"). As part The performance of the transactions obligations of the Servicer under each Servicing Agreement may be guaranteed by a bond, insurance policy, corporate guaranty or other form of insurance coverage (the "TransactionsPerformance Bond") as defined issued by the entity specified in the applicable Servicing Agreement. The Certificates are more fully described in the Registration Statement, which the Depositor has furnished to you. Each Series of Certificates and any classes or subclasses of Certificates (each, a "Description Class" or "Subclass," respectively) within such Series may vary, among other things, as to the number and types of Classes or Subclasses, the Notesaggregate principal or notional amount or aggregate stated principal balance, the pass-through rate with respect to the Mortgage Loans in the related Trust Fund, the percentage interest, if any, evidenced by each Class or Subclass in the payments of principal and interest on, or with respect to, the Mortgage Loans included in the related Trust Fund, the stated principal balance and interest rate, if any, the priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Mortgage Loans in the Trust Fund for such Series, whether the Depositor will elect to treat the related Trust Fund as a "real estate mortgage investment conduit" and as described (a "REMIC") under the heading Internal Revenue Code of 1986, as amended (the "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESICode"), xxxx XXXXXI the Classes or Subclasses of Certificates of such Series subject to this Agreement, and any other variable terms contemplated by the Pooling and Servicing Agreement and in the Certificates of such Series. Each offering of the Certificates to which this Agreement applies made pursuant to the Registration Statement will be made through you, through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the surviving corporation in Depositor determines to form a Trust and to make such merger an offering of Certificates, it will enter into an agreement (the "MergerTerms Agreement") providing for the sale of such Certificates to, and the purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute the Terms Agreement and agree thereby to become obligated to purchase Certificates from the Depositor, or (iii) you and such other underwriters, if any, selected by you as have authorized you to enter into such Terms Agreement on their behalf (in each case, the "Underwriters"). Concurrently with Such Terms Agreement shall specify the consummation fractional undivided interest, principal or notional amount, or stated principal balance, of each Class or Subclass of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), Certificates to be issued and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with their terms not otherwise specified in the related guaranties Pooling and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Servicing Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Classes or Subclasses of Certificates subject to this Agreement, the Securityholders price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and any other Underwriter that is a party to such Terms Agreement and the Anti- Dilution Agreement initial public offering price or the method by which the price at which such Certificates are sometimes referred to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between or among the Underwriters and the Depositor. Each such offering of the Certificates will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and this Agreement collectively as the "Operative Documents". All material agreements and instruments relating such Terms Agreement shall inure to the Transactions (including, but not limited to, benefit of and be binding upon the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms Underwriters participating in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:offering of such Certificates.

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxx Xxxdle Properties Inc., a Delaware Maryland corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to proposxx xx issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 several underwriters named in Schedule A (the "NotesUnderwriters") and 339,820 an aggregate of 7,000,000 shares (the "Firm Common Shares") of its Class A common stock (the "Common Stock") of the Companystock, par value $0.01 .01 per share (the "Class A Common Stock"). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,050,000 shares (the "Optional Common Shares") of Class A Common Stock, as provided in Section 3. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the "Common Shares." and together with Ferris, Baker Watts, Incorporated ("FBW"), Morgan Keegan & Company, Inx. ("Xorxxx Xexxxx"), J.J.B. Hilliard, W.L. Xxxxx, Xxx. ("Hilliard Lyons") xxx Xxxxxx, Xnc. ("Advesx") xxxx axxxxx xx xct as repxxxxxxxxxxxx xf the Notesseveral Underwriters (in such capacity, the "Offered SecuritiesRepresentatives")) in connection with the offering and sale of the Common Shares. The Notes are to be issued pursuant to an indenture Company has prepared and filed with the Securities and Exchange Commission (the "IndentureCommission") a registration statement on Form S-3 (File No. 333-84774), which contains a form of prospectus to be dated as used in connection with the public offering and sale of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A.Common Shares. Such registration statement, as trustee amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESISecurities Act"), xxxx XXXXXI as including any information deemed to be a part thereof at the surviving corporation in such merger (time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the "Merger"). Concurrently with the consummation of the Merger, (1) Registration Statement." Any registration statement filed by the Company will execute a Notes Registration Rights Agreement (pursuant to Rule 462(b) under the Securities Act is called the "Notes Rule 462(b) Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), Statement," and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:from and

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis ServicxxXxxxxxxxxx Xxxxxxx Xxxxx, Xxx., a Delaware corporation ("CBRESICOMPANY")) proposes to issue and sell [ ] shares of its Common Stock, xxxx XXXXXI as the surviving corporation in such merger par value $0.01 per share (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders AgreementSECURITIES"), and an Anti-Dilution Agreement the stockholders listed in Schedule A hereto (the "Anti-Dilution AgreementSELLING STOCKHOLDERS") and (2) CBRESI will enter into a credit agreement (together with propose severally to sell an aggregate of [ ] outstanding shares of the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes such [ ] shares of Securities being hereinafter referred to in this Agreement collectively as the "Operative DocumentsFIRM SECURITIES". All material agreements and instruments relating ), to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Underwriters (as defined below), for whom Credit Suisse First Boston LLC is acting as representative (the "REPRESENTATIVE"). The Company hereby agrees also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of its Securities, and the Selling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional outstanding shares of the Company's Securities (with each such Selling Stockholder selling the number of Optional Securities (as defined below) set forth opposite its name on Schedule A), in each case as set forth below (such [ ] additional shares being hereinafter referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Initial Purchaser Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows:

Xxxxxxxxxxxx. XXXX XxxxxxxXX Xxxxxxxxx Midticket LLC, Xxx., a Delaware corporation Series 2006-1 (the "Company"), proposesCEF Equipment Holding, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation L.L.C. ("CSFBCCEFEH" or the "Initial PurchaserDepositor") $65,000,000 aggregate principal amount and General Electric Capital Corporation ("GECC") propose to cause the sale of its 16% Senior the GE Equipment Midticket LLC, Series 2006-1 Asset Backed Notes, consisting of the Class A-1 Notes Due 2011 (the "Class A-1 Notes"), the Class A-2 Notes (the "Class A-2 Notes"), the Class A-3 Notes (the "Class A-3 Notes"), the Class A-4 Notes (the "Class A-4 Notes"), the Class B Notes (the "Class B Notes") and 339,820 shares of the Class A common stock C Notes (the "Common Stock") of the Company, par value $0.01 per share (the "SharesClass C Notes" and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the "Offered SecuritiesNotes"). The Notes are to will be issued pursuant to an indenture Indenture, dated as of December 14, 2006 (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street The Bank and Trust Company of California, N.A.New York, as indenture trustee (the "Indenture Trustee"). As part The Notes will be issued in an aggregate initial principal amount of $1,053,773,000. The Notes are being purchased by the transactions entities specified in Schedule I hereto (each an "Underwriter," and together the "Underwriters"). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, technology and telecommunications equipment or other equipment and the related security interests in the equipment financed thereby (collectively, the "Loans") and certain rights under the Interest Rate Swap Agreements, each to be dated December 14, 2006 (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESIInterest Rate Swap Agreements"), xxxx XXXXXI between the Company and General Electric Capital Services, Inc. ("GECS"). Pursuant to a Loan Sale Agreement, dated as the surviving corporation in such merger of December 14, 2006 (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Loan Sale Agreement"), between the Depositor and GECC, GECC will sell the Loans to the Depositor. Pursuant to a Securityholders' Agreement Loan Purchase and Sale Agreement, dated as of December 14, 2006 (the "Securityholders Loan Purchase and Sale Agreement"), between the Depositor and an Anti-Dilution Agreement the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of December 14, 2006 (the "Anti-Dilution Servicing Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branchbetween GECC, as administrative agentservicer, and the lenders named therein. This AgreementCompany, GECC will service the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerLoans. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms set forth in the Offering Document (as defined below)Indenture. The Company hereby agrees with Class A-1 Notes shall bear interest at 5.30138% per annum, the Initial Purchaser as follows:Class A-2 Notes shall bear interest at 5.10% per annum, the Class A-3 Notes shall bear interest at One-Month LIBOR plus 0.01% per annum, the Class A-4 Notes shall bear interest at the then applicable One-Month LIBOR plus 0.03% per annum, the Class B Notes shall bear interest at the then applicable One-Month LIBOR plus 0.15% per annum and the Class C Notes shall bear interest at the then applicable One-Month LIBOR plus 0.32% per annum.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxxx Xxxxxxxxxxx, Xxx., a Delaware an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several initial purchasers named in Schedule A ("CSFBC" or the "Initial PurchaserPurchasers") acting severally and not jointly, the respective amounts set forth in such Schedule A of $65,000,000 125,000,000 in aggregate principal amount of the Company's 4.125% Convertible Senior Subordinated Debentures due 2027 (the "Firm Debentures"). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $10,000,000 in aggregate principal amount of its 164.125% Convertible Senior Notes Due 2011 Subordinated Debentures due, 2027 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the CompanyOptional Debentures" and, par value $0.01 per share (the "Shares" and together with the NotesFirm Debentures, the "Offered SecuritiesDebentures"). Banc of America Securities LLC ("BAS"), KeyBanc Capital Markets, a Division of McDonald Investments Inc., BMO Capital Markets Corp. and SunTrust Capital Markets, Inc. have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Debentures. The Notes are to Debentures will be issued pursuant to an indenture (the "Indenture") indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (the "Indenture"), among the Company, the Subsidiary Guarantors (as defined below), between the Company and State Street Bank and Trust Company of CaliforniaWells Fargo Bank, N.A., as trustee (the "Trustee"). As part The Debentxxxx will be issued only in book-entry form in the name of the transactions Cede & Co., as nominee of The Depository Trust Company (the "TransactionsDepository") as defined in pursuant to a blanket issuer letter of representations, to be dated on or before the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger Closing Date (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights DTC Agreement"), a Securityholders' Agreement (among the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, Company and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Depository.

Xxxxxxxxxxxx. XXXX XxxxxxxXXXXX Xxxxxxxxxxx, Xxx., a Delaware corporation x Xxxxxxxx xxxxxxxtion (the "CompanyCOMPANY"), proposesproposes to sell, subject pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "UNDERWRITERS," or, each, an "UNDERWRITER"), an aggregate of _______ shares of Common Stock, $.0001 par value (the "COMMON STOCK"), of the Company. The aggregate of ________ shares so proposed to be sold is hereinafter referred to as the "FIRM STOCK". The Company also proposes to sell to the Underwriters, upon the terms and conditions stated hereinset forth in Section 3 hereof, up to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount an additional _______ shares of its 16% Senior Notes Due 2011 Common Stock (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered SecuritiesOPTIONAL STOCK"). The Notes Firm Stock and the Optional Stock are hereinafter collectively referred to be issued pursuant to an indenture (as the "IndentureSTOCK". SG Cowen Securities Corporation ("SG COWEN") and CIBC World Markets Coxx. xxx acting as representatives xx xxx xeveral Underwriters and in such capacity are hereinafter referred to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee")REPRESENTATIVES." Certain terms used herein are defined in Section 14 hereof. As part of the transactions offering contemplated by this Agreement, each of the Underwriters has agreed to reserve out of the Stock set forth opposite its name on Schedule B to this Agreement, up to _______ shares, for sale to the Company's employees, officers, and directors and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the "Transactions") Prospectus (as defined in the "Description of the Notes" and as described herein) under the heading "The TransactionsUNDERWRITING" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "MergerDIRECTED SHARE PROGRAM"). Concurrently with The Stock to be sold pursuant to the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement Directed Share Program (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution AgreementDIRECTED SHARES") will be sold by the Underwriters pursuant to this Agreement at the public offering price. The number of shares of Stock available for sale to the general public will be reduced to the extent the Directed Shares are purchased and (2) CBRESI any Directed Shares not purchased by the Participants will enter into a credit agreement (together with be offered by the related guaranties and security documents, Underwriters to the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, general public as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined set forth in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Prospectus.

Xxxxxxxxxxxx. XXXX XxxxxxxTitle: Managing Director -------------------------- AMENDMENT NO. 03 TO Loan and Security Agreement No. 18001 dated as of July 24, Xxx.1997, a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation as amended ("CSFBC" or the "Initial PurchaserAgreement") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 by and between LIGHTHOUSE CAPITAL PARTNERS III, L.P. (the "NotesLender") and 339,820 shares of Class A common stock PORTAL SOFTWARE, INC. (the aka. PORTAL INFORMATION NETWORK, INC.), ("Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"Borrower). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but capitalized terms not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Offering Document Agreement.) Without limiting or amending any other provisions of the Agreement, Lender and Borrower agree to the following: As of October 29, 1997, Borrower's name has changed from Portal Information Network, Inc. to Portal Software, Inc. Except as amended hereby, the Agreement remains unmodified and unchanged. BORROWER: LENDER: Portal Information Network, Inc. Lighthouse Capital Partners II, L.P. By: /s/ Xxxx Xxxxxx By: Lighthouse Management Partners II, ----------------------------- L.P., its general partner Name: Xxxx Xxxxxx By: Lighthouse Capital Partners, Inc., ------------------------- its general partner Title: Chief Executive Officer By: /s/ Xxxxxx Xxxxxxxx --------------------------- ------------------------------ Name: Xxxxxx Xxxxxxxx ---------------------------- Title: Vice President, Operations -------------------------- AMENDMENT NO. 04 THIS AMENDMENT No. 04 TO LOAN AND SECURITY AGREEMENT No. 18001 ("Amendment") is made and entered into as of February 1, 1999, by and between LIGHTHOUSE CAPITAL PARTNERS II, L.P., a Delaware limited partnership ("Lender") and PORTAL SOFTWARE, INC., (FKA PORTAL INFORMATION NETWORK, INC.), a California corporation ("Borrower") RECITALS OF FACT Borrower and Lender have entered into that certain Loan and Security Agreement No. 18001, dated as of July 24, 1997 (as defined belowamended or supplemented from time to time, the "Loan Agreement" and collectively with the other documents executed in connection therewith, the "Loan Documents"). The Company hereby agrees with All capitalized terms not otherwise defined herein shall have the Initial Purchaser as follows:meanings given to such terms in the Loan Agreement. Borrower and Lender desire to amend the Loan Agreement to provide for an extension of the Maturity Date for the Loan made under Loan Agreement Supplement No. 01 dated July 28, 1997 and to make certain other amendments to the Loan Documents.

Xxxxxxxxxxxx. XXXX Xxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxx., a Delaware corporation (the "CompanyCOMPANY") and a direct wholly-owned subsidiary of El Paso Corporation, a Delaware corporation ("PARENT"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several parties named in Schedule A hereto (the initial "CSFBC" or the "Initial PurchaserPURCHASERS") U.S. $65,000,000 400,000,000 aggregate principal amount of its 168.875% Senior Notes Due 2011 due 2010 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered OFFERED Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be issued under an indenture, dated as of the Closing Date (as defined belowherein) (the "INDENTURE"), between the Company and State Street The Bank and Trust Company of California, N.A.New York, as trustee (Trustee. The Securities Act of 1933, as amended, is herein referred to as the "Trustee"). As part SECURITIES ACT." On or prior to the Closing Date, the Parent will contribute all of its 50% interest in Citrus Corp., a Delaware corporation, to the transactions (the "Transactions") Company, as defined described in the "Description of the Notes" and as described under the heading "The Transactions" in the Final Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation () under the caption "CBRESI"), xxxx XXXXXI as the surviving corporation in such merger Summary--The Transaction" (the "MergerCITRUS TRANSACTION"). Concurrently with the consummation The holders of the Merger, (1) Offered Securities will be entitled to the Company will execute benefits of a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, dated as of the Securityholders Agreement Closing Date, between the Company and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as Purchasers (the "Operative DocumentsREGISTRATION RIGHTS AGREEMENT". All material agreements ), pursuant to which the Company will agree to file an exchange offer registration statement, or, under certain circumstances, a shelf registration statement with the Securities and instruments relating to the Transactions Exchange Commission (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction AgreementsCOMMISSION". The Operative Documents and ) registering the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries resale of the Company shall include all direct and indirect subsidiaries of Offered Securities under the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)Securities Act. The Company hereby agrees with the Initial each Purchaser as follows:

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxal Therapeutics, Xxx., Inc. a Delaware corporation (the "Company"), proposesproposes to sell, subject pursuant to the terms and conditions stated hereinof this Agreement, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 several underwriters named in Schedule A hereto (the "NotesUnderwriters," or, each, an ") and 339,820 Underwriter"), an aggregate of 6,000,000 shares of Class A common stock Common Stock, $.001 par value (the "Common Stock") ), of the Company. The aggregate of 6,000,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company also proposes to sell to the Underwriters, par value $0.01 per share upon the terms and conditions set forth in Section 3 hereof, up to an additional 900,000 shares of Common Stock (the "Shares" and together with the Notes, the "Offered SecuritiesOptional Stock"). The Notes Firm Stock and the Optional Stock are hereinafter collectively referred to be issued pursuant to an indenture (as the "IndentureStock") to be dated . SG Cowen & Co., LLC ("SG Cowen"), CIBX Xxxxx Markets, Piper Xxxxxxx & Co. and Leerink Swann & Xxxxxxx xxe acting as represexxxxxves of the Closing Date (several Underwriters and in such capacity are hereinafter referred to as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). Representatives." As part of the transactions offering contemplated by this Agreement, SG Cowen (the "TransactionsDesignated Underwriter") xxx xgreed to reserve, out of the Firm Stock purchased by it under this Agreement, up to 300,000 shares for sale to the Company's customers and business partners and friends of the Company's officers, directors and employees (collectively, "Participants"), as set forth in the Prospectus (as defined in the "Description of the Notes" and as described herein) under the heading "The TransactionsUnderwriting" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "MergerDirected Share Program"). Concurrently with The Firm Stock to be sold by the consummation of Designated Underwriter pursuant to the Merger, (1) the Company will execute a Notes Registration Rights Agreement Directed Share Program (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution AgreementDirected Shares") and (2) CBRESI will enter into a credit agreement (together with be sold by the related guaranties and security documents, Designated Underwriter pursuant to this Agreement at the "Credit Agreement") among itself, public offering price. Any Directed Shares not subscribed for by the guarantors named therein, Credit Suisse First Boston, New York branch, end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined set forth in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Prospectus.

Xxxxxxxxxxxx. XXXX XxxxxxxXxx Xxxxr d'Alene Mines Corporation, Xxx., a Delaware an Idaho corporation (the "Company"), proposes, subject to the terms and conditions stated herein, xxxxxxxx to issue and sell to Credit Suisse First Boston Corporation you ("CSFBC" or the "Initial Purchaser") an aggregate of $65,000,000 125,000,000 aggregate principal amount of 7 1/4% Convertible Subordinated Debentures due 2005 (the "Firm Debentures") to be issued under an indenture dated as of October 14, 1997 (the "Indenture"), between the Company and Bankers Trust Company, as trustee (the "Trustee"). The Company also proposes to sell to the Purchaser, upon the terms and conditions set forth in Section 3 hereof, up to an additional $18,750,000 aggregate principal amount of its 167 1/4% Senior Notes Due 2011 Convertible Subordinated Debentures due 2005 (the "NotesOptional Debentures") ). The Firm Debentures and 339,820 the Optional Debentures are convertible into shares of Class A common stock stock, par value $1.00 per share (the "Common Stock") ), of the Company, par value at a conversion price of $0.01 17.45 per share of Common Stock (which price is subject to adjustment in certain events as described in the "Shares" and together with the Notes, the "Offered Securities"Indenture). The Notes Firm Debentures and the Optional Debentures are hereinafter sometimes collectively referred to be issued pursuant to an indenture (as the "IndentureSecurities". The Purchaser and other holders (including subsequent transferees) of Securities will be entitled to the benefits of the registration rights agreement, to be dated as of the Closing Date (as defined below), ) (the "Registration Rights Agreement") between the Company and State Street Bank and Trust Company of Californiathe Purchaser, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of form attached hereto as Exhibit B. Pursuant to the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement Company will agree to file with the United States Securities and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as Exchange Commission (the "Operative DocumentsCommission". All material agreements and instruments ) under the circumstances set forth therein a shelf registration statement pursuant to Rule 415 under the Securities Act relating to the Transactions resale of (including, but not limited to, i) such Securities and (ii) the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries shares of Common Stock initially issuable upon conversion of the Company shall include all direct Securities by holders thereof, and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to use its best efforts to cause such terms in the Offering Document (as defined below)shelf registration statement to be declared effective. The Company hereby agrees with the Initial Purchaser as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxx Xxxporation, a Delaware New York corporation (the "CompanyAFCO Credit"), proposesand AFCO Acceptance Corporation, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation a California corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "SharesAFCO Acceptance" and together with the NotesAFCO Credit, the "Offered SecuritiesOriginators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the "Transferor"). The Notes Transferor proposes to convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to sell to the Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $20,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class B Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class A Underwriting Agreement dated the date hereof (the "Class A Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class A Underwriters") providing for the sale of $450,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 2001-1 (the "Class A Certificates"). The Class B Certificates and the Class A Certificates are referred to herein collectively as the "Certificates." This Agreement and the Class A Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be issued conveyed by the Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement dated as of June 15, 2001 (the "First Tier Receivables Purchase Agreement") between the Originators and the Seller. The Receivables then will be conveyed by the Seller to the Transferor pursuant to the Second Tier Receivables Purchase Agreement dated as of June 15, 2001 (the "Second Tier Receivables Purchase Agreement") between the Seller and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to an indenture Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (the "IndentureP&S") and the Series 2001-1 Supplement thereto (the "Series Supplement") and together with the P&S, (the "Pooling and Servicing Agreement") dated as of June 15, 2001, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer") and Wells Fargo Bank, Minnesota, a national banking association, as trustex (xxe "Trustee"). In addition, the Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Collateral Interest Holder") and [Hypo Vereinsbank] as Agent (the "Agent") will enter into a Loan Agreement (the "Loan Agreement") to be dated as of the Closing Date (as defined below), between ) pursuant to which the Company and State Street Bank and Trust Company Collateral Interest Holder will acquire $30,000,000 aggregate initial principal amount of California, N.A., as trustee the Collateral Interest (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESICollateral Interest"), xxxx XXXXXI which will act as Credit Enhancement for the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerCertificates. Capitalized terms used but herein (including in the Introductory hereto) that are not otherwise defined herein shall have the meanings given to such terms ascribed thereto in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Pooling and Servicing Agreement.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxxx xx xxx xxxms of a Note Purchase Agreement, Xxx.dated October 17, 2001, among InSight Health Services Acquisition Corp., a Delaware corporation, InSight Health Services Corp., a Delaware corporation (the "Company"), proposesInSight Health Services Holdings Corp., subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation a Delaware corporation ("CSFBC" or Holdings"), the Subsidiary Guarantors (as defined herein), Banc of America Bridge LLC and Banc of America Securities LLC, (the "Note Purchase Agreement"), the Company is (i) issuing to Banc of America Securities LLC and First Union Securities, Inc. (collectively, the "Initial PurchaserPurchasers") ), acting severally and not jointly, the respective amounts set forth in Schedule D of $65,000,000 200,000,000 aggregate principal amount of its 16the Company's 9-7/8% Senior Subordinated Notes Due 2011 (the "Initial Notes") in exchange for $200,000,000 principal amount of the Company's 12-1/8% Senior Subordinated Notes due 2011 (the "Existing Notes") and 339,820 shares (ii) issuing and selling to the Initial Purchasers, acting severally and not jointly, the respective amounts set forth in Schedule D of Class A common stock an additional $25,000,000 aggregate principal amount of the Company's 9-7/8% Senior Subordinated Notes due 2011 (the "Common Stock") of the CompanyAdditional Notes" and, par value $0.01 per share (the "Shares" and together with the Initial Notes, the "Offered Securities"Notes). Terms used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Note Purchase Agreement. The Notes are to will be issued pursuant to an indenture indenture, dated as of October 30, 2001 (the "Indenture"), among the Company, the Guarantors (as defined below) and State Street Bank and Trust Company N.A., as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the Closing Date (as defined belowin Section 2), between to be entered into in connection with the Company and State Street Bank and Trust Company issuance of California, N.A., as trustee the Securities (the "Trustee"). As part DTC Letter of the transactions (the "TransactionsRepresentations") among the Company, the Trustee and the Depositary. The payment of principal of, premium and Liquidated Damages (as defined in the "Description Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) Holdings, (ii) each of the Company's directly and indirectly wholly-owned subsidiaries listed in Schedule A attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the "Guarantors," and as described under the heading subsidiaries referred to in (ii) and (iii) above, the "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESISubsidiary Guarantors"), xxxx XXXXXI as the surviving corporation in such merger pursuant to their guarantees (the "MergerGuarantees"). Concurrently with The Notes and the consummation Guarantees attached thereto are herein collectively referred to as the "Securities," and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The holders of the MergerNotes will be entitled to the benefits of a remarketed notes registration rights agreement, (1) to be dated as of the Company will execute a Notes Registration Rights Agreement Closing Date (the "Notes Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, substantially in the form of Exhibit E attached to the Note Purchase Agreement, pursuant to which the Company and the Guarantors agree to file, within 120 days of the Closing Date, a Securityholders' Agreement registration statement with the Securities and Exchange Commission (the "Securityholders AgreementCommission")) registering the Exchange Securities under the Securities Act of 1933, and an Anti-Dilution Agreement as amended (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branchSecurities Act," which term, as administrative agentused herein, includes the rules and regulations of the lenders named thereinCommission promulgated thereunder). This Agreement, The Company understands that the Indenture, Initial Purchasers propose to make an offering of the Offered Securities, Securities on the Exchange Securities (as defined terms and in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement manner set forth herein and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Memorandum (as defined below)) and agrees that the Initial Purchasers may sell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Company hereby agrees Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Initial Purchaser as follows:Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxxxx Xxxxxxx Xxcurities Inc., a Delaware corporation (the "CompanyDepositor")) and a wholly owned subsidiary of Citigroup Financial Products Inc., proposesa Delaware corporation, subject proposes to cause [___________________] Trust 200[_]-[_] (the terms and conditions stated herein, "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate [_________] principal amount of its 16[ ]% Senior Notes Due 2011 Asset Backed Certificates, Class [ ] (the "NotesClass [ ] Certificates") and 339,820 shares $[____________] principal amount of its [ ]% Asset Backed Certificates, Class A common stock [ ] (the "Common StockClass [ ] Certificates", and with the Class [ ] Certificates, the "Certificates") of the Company, par value $0.01 per share to you (the "Shares" and together with the Notes, the "Offered SecuritiesUnderwriter"). The Notes are Certificates will represent fractional undivided interests in the Trust. The Trust Estate property will include, among other things, a pool of retail installment sale contracts transferred to the Trust on the Closing Date (the "Receivables"), the related security interests in the motor vehicles financed thereby (the "Financed Vehicles"), certain monies received thereon on and after ____________ (the "Cutoff Date"), all insurance proceeds and liquidation proceeds with respect thereto, the related Receivables Files, the Trust Accounts and proceeds of the foregoing. The Receivables and the other Trust Estate property will be sold to the Trust by the Depositor. The Receivables will be serviced for the Trust by [__________] (in such capacity, the "Servicer"). The Certificates will be issued pursuant to an indenture (the "Indenture") a Pooling and Servicing Agreement to be dated as of the Closing Date [________], 200[__] (as defined belowamended and supplemented from time to time, the "Pooling and Servicing Agreement"), between among the Company Depositor, as depositor, the Servicer, as servicer, and State Street Bank and Trust Company of California, N.A.[__________________], as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but and not otherwise defined herein shall have the meanings given to such terms assigned thereto in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Pooling and Servicing Agreement.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxx Xxxxxxxxxxxxxxs, Xxx.Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 several underwriters named in Schedule A (the "NotesUnderwriters") and 339,820 an aggregate of [___] shares (the "Firm Common Shares") of Class A common stock its Common Stock, par value $0.0001 per share (the "Common Stock") of ). In addition, the Company, par value $0.01 per share Company has granted to the Underwriters an option to purchase up to an additional [___] shares (the "Optional Common Shares" ") of Common Stock, as provided in Section 2. The Firm Common Shares and, if and together to the extent such option is exercised, the Optional Common Shares are collectively called the "Common Shares". Banc of America Securities LLC ("BAS"), Citigroup Global Markets Inc., Piper Jaffray & Co., ThinkEquity Partners LLC have agreed to act as rexxxxxxxxxxxxx of the several Underwriters (in such capacity, each a "Representative") in connection with the Notesoffering and sale of the Common Shares. The Company and the Underwriters agree that up to [___] of the Firm Common Shares to be purchased by the Underwriters (the "Directed Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the "Offered SecuritiesParticipants"). The Notes are to be issued pursuant to an indenture , as part of the distribution of the Common Shares by the Underwriters (the "IndentureDirected Share Program") subject to be dated as the terms of this Agreement, the applicable rules, regulations and interpretations of the Closing Date (as defined below)National Association of Securities Dealers, between the Company and State Street Bank and Trust Company of California, N.A., as trustee Inc. (the "TrusteeNASD")) and all other applicable laws, rule and regulations. As BAS (the "Designated Underwriter") has been selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public as part of the transactions public offering contemplated hereby. The Company has prepared and filed with the Securities and Exchange Commission (the "TransactionsCommission") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document a registration statement on Form S-1 (as defined hereinFile No. 333-113162), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:which contains a

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxxx Xxxxx Xxxxxxx Corporation, a Delaware corporation (the "Company"), ) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 several initial purchasers named in Schedule A hereto (the "NotesPurchasers") and 339,820 2,000,000 shares of Class A common stock (the "Common its 11 3/8% Cumulative Exchangeable Preferred Stock") of the Company, par value initial liquidation preference $0.01 100 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes Shares are exchangeable, in whole but not in part on any dividend payment date, at the option of the Company, for its 11 3/8% Subordinated Exchange Debentures Due 2009 (the "Exchange Debentures") to be issued pursuant to under an indenture (the "Indenture") between the Company and Fleet National Bank, as Trustee. The Company has entered into a $550,000,000 Credit Agreement and a $350,000,000 Credit Agreement each, dated as of January 24, 1997, with The Bank of New York as Collateral Agent and Administrative Agent, and the Co-Syndication Agents, the Managing Agents, the Agent and the Co-Agents named therein and the lenders parties thereto (together, the "Credit Agreements"). The Purchasers and their direct and indirect transferees of the Offered Securities will be entitled to the benefits of the Registration Rights Agreement, to be dated as of the Closing Date (as defined below)January 30, between the Company and State Street Bank and Trust Company of California, N.A., as trustee 1997 (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), pursuant to which the Company has agreed, among other things, to file a Securityholders' Agreement registration statement (the "Securityholders AgreementRegistration Statement"), ) with the Securities and an Anti-Dilution Agreement Exchange Commission (the "Anti-Dilution AgreementCommission") and (2) CBRESI will enter into a credit agreement (together with registering the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, Shares or the Exchange Securities Preferred Stock (as defined in the Notes Registration Rights Agreement), ) under the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)Securities Act. The Company hereby agrees with the Initial Purchaser several Purchasers as follows:

Xxxxxxxxxxxx. XXXX Xxxxxx Xxxxxx Xxxxxxx, Xxx.x Xayman Islands company ("TEL"), and its wholly owned subsidiary, Triton Energy Corporation, a Delaware corporation ("TEC", and together with TEL, the "CompanyCompanies"), proposes, subject to the terms and conditions stated herein, propose to issue and sell from time to Credit Suisse First Boston Corporation ("CSFBC" time certain of their joint and several debt securities or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 warrants representing rights to purchase such joint and several debt securities (the "NotesWarrants") and 339,820 shares of Class A common stock registered under the registration statement referred to in Section 2(a) (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Registered Securities"). The Notes are to Registered Securities will be issued pursuant to under an indenture dated as of ___________, 199_ (the "Indenture") among the Companies and ____________, as Trustee, in one or more series, which series may vary as to be dated as interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Closing Date Registered Securities being determined at the time of sale. The Warrants will be evidenced by warrant certificates issued by one or more warrant agents (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documentscollectively, the "Credit Warrant Agent") under one or more Warrant Agreements (collectively, the "Warrant Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, Companies and the Warrant Agent. The particular series of the Registered Securities to be sold pursuant to this Agreement are described in Annex I hereto. The Registered Securities offered hereby are hereinafter referred to as administrative agentthe "Securities". The firm or firms which agree to purchase the Securities are hereinafter referred to as the "Underwriters" of such Securities, and the lenders named therein. This Agreementrepresentative or representatives of the Underwriters, if any, specified in Annex I are hereinafter referred to as the "Representatives"; provided, however, that if Annex I does not specify any representative of the Underwriters, the Indenturexxxx "Representatives", the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to used in this Agreement collectively as the "Operative Documents". All material agreements (other than in Sections 2(b) and instruments relating to the Transactions (including, but not limited to, the Merger Agreement 5(c) and the Credit Agreement) are sometimes referred to in this Agreement collectively as first sentence of Section 3), shall mean the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Underwriters.

Xxxxxxxxxxxx. XXXX Xxxxxx Xxxxxxxx Xxxxxxx, Xxx.LLC, a Delaware corporation an Indiana limited liability company (the "CompanySeller"), proposes, subject proposes to cause United Fidelity Auto Trust 200 (the terms and conditions stated herein, "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 [$ ] aggregate principal amount of its 16% Class A-1 Asset-Backed Senior Notes Due 2011 (the "Class A-1 Notes"), [$ ] aggregate principal amount of its Class A-2 Asset-Backed Senior Notes (the "Class A-2 Notes"), [$ ] aggregate principal amount of its Class A-3 Asset-Backed Senior Notes (the "Class A-3 Notes"), [$ ] aggregate principal amount of its Class A-4 Asset-Backed Senior Notes (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Senior Notes"), [$ ] aggregate principal amount of its Class B Asset-Backed Subordinate Notes (the "Class B Notes") and [$ ] aggregate principal amount of its Class C Asset-Backed Subordinate Notes (the "Class C Notes" and together with the Senior Notes and the Class B Notes the "Notes") and 339,820 shares of Class A common stock to the Underwriters named in Schedule I hereto (the "Common StockUnderwriters") of the Company, par value $0.01 per share for which City Securities Corporation (the "Shares" Representative") is acting as representative. The assets of the Trust include a pool of automobile retail installment sale contracts or other similar evidences of installment indebtedness secured by new and together with the Notes, used automobiles and light trucks (the "Offered SecuritiesReceivables") and certain moneys due thereunder on and after _______________, 200 (the "Cutoff Date"). The Notes Receivables are to be sold to the Trust by the Seller and serviced by United Fidelity Bank, FSB, a federally chartered savings association, (the "Servicer"), pursuant to a trust and servicing agreement, dated as of _______________, 200 (the "Trust and Servicing Agreement"), among the Trust, the Seller and the Servicer. The Notes will be issued pursuant to an indenture (the "Indenture") Indenture to be dated as of the Closing Date _______________, 200 (as defined belowamended and supplemented from time to time, the "Indenture"), between the Company Trust and State Street Bank and Trust Company of California, N.A.a national banking association, as trustee Trustee, under the Indenture (the "Indenture Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. Trust will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating be formed pursuant to the Transactions (including, but not limited to, the Merger Agreement Trust and the Credit Servicing Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but and not otherwise defined herein shall have the meanings given to such terms them in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Trust and Servicing Agreement.

Xxxxxxxxxxxx. XXXX XxxxxxxXxx Xxxxxxxxxx Xxxxxxxxx, Xxx.Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Corporation the several Initial Purchasers named in Schedule A ("CSFBC" or the "Initial PurchaserPurchasers") ), acting severally and not jointly, the respective amounts set forth in Schedule A of a $65,000,000 60,000,000 aggregate principal amount of its 16the Company's 8-3/8% Senior Notes Due 2011 due 2015 (the "Notes") ). Banc of America Securities LLC and 339,820 shares Bear, Stearns & Co. Inc. have agreed to act as the Initial Purchasers in cxxxxxxxon with the offering and sale of Class A common stock the Notes (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered SecuritiesOffering"). The Notes are to will be issued pursuant to an indenture indenture, dated as of May 11, 2005 (the "Indenture") to be dated as of ), among the Closing Date Company, the Guarantors (as defined below), between the Company ) and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part Notes will be issued only in book-entry form in the name of the transactions Cede & Co., as nominee of The Depository Trust Company (the "TransactionsDepositary") pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) among the "Description Company, the Guarantors, the Trustee and the Depositary. The holders of the Notes" and Notes will be entitled to the benefits of a registration rights agreement, to be dated as described under the heading "The Transactions" in the Offering Document (as defined herein)of November 21, BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger 2005 (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a Securityholders' Agreement registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Securityholders AgreementExchange Notes"), and an Anti-Dilution Agreement ) to be offered in exchange for the Notes (the "Anti-Dilution AgreementExchange Offer") and (2ii) CBRESI will enter into to the extent required by the Registration Rights Agreement, a credit agreement (together with shelf registration statement pursuant to Rule 415 of the related guaranties and security documents, Securities Act relating to the "Credit Agreement") among itself, resale by certain holders of the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agentNotes, and the lenders named thereinin each case, to use its best efforts to cause such registration statements to be declared effective. This AgreementThe payment of principal of, the Indenture, the Offered Securities, the Exchange Securities premium and Liquidated Damages (as defined in the Notes Registration Rights Agreement), if any, and interest on the Notes Registration Rights Agreementand the Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Autostack Company LLC, an Oregon limited liability company, Greenbrier-Concarril, LLC, a Delaware limited liability company, Greenbrier Leasing Company LLC, an Oregon limited liability company, Greenbrier Leasing Limited Partner, LLC, a Delaware limited liability company, Greenbrier Management Services, LLC, a Delaware limited liability company, Greenbrier Leasing, L.P., a Delaware limited partnership, Greenbrier Railcar LLC, an Oregon limited liability company, Gunderson LLC, an Oregon limited liability company, Gunderson Marine XXX, xx Oregon limited liability company, Gunderson Rail Services, LLC, a Oregon limited liability company and Xxxxxxxxn Specialty Products, LLC, a Delaware limited liability company and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the Securityholders Agreement "Guarantors"), pursuant to their guarantees (the "Guarantees"). The Notes and the Anti- Dilution Agreement Guarantees endorsed thereon are sometimes herein collectively referred to in this Agreement collectively as the "Operative DocumentsNotes". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement ; and the Credit Agreement) Exchange Notes and the Guarantees endorsed thereon are sometimes herein collectively referred to in this Agreement collectively as the "Transaction AgreementsExchange Notes". The Operative Documents and Company understands that the Transaction Agreements are sometimes referred Initial Purchasers propose to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries make an offering of the Company shall include all direct Notes on the terms and indirect subsidiaries of in the Company after the consummation of the Merger. Capitalized terms used but not defined manner set forth herein shall have the meanings given to such terms and in the Offering Document Memorandum (as defined below)) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Company hereby agrees Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Initial Purchaser Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as follows:amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture, investors who acquire Notes shall be deemed to have agreed that Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxxx Xxxxxxxxxx Xssociates, Xxx.Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, proposes to issue and sell to Credit Suisse First Boston Banc of America Securities LLC, J.P. Morgan Securities Inc., RBC Dominion Securities Corporation and Hxxxxx Xxxxxtt Corp. ("CSFBC" or collectively, the "Initial PurchaserPurchasers") ), acting xxxxxxxxx xxx not jointly, the respective amounts set forth in Schedule A of a $65,000,000 160,000,000 aggregate principal amount of its 16the Company's 9% Senior Subordinated Notes Due due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to will be issued pursuant to an indenture indenture, to be dated as of October 22, 2003 (the "Indenture") to be dated as of ), among the Closing Date Company, the Guarantors (as defined below), between the Company ) and State Street Wells Fargo Bank and Trust Company of CaliforniaMinnesota, N.A., as trustee (the "Trustee"). As part Notes isxxxx in book-entry form will be issued in the name of the transactions Cede & Co., as nominee of The Depository Trust Company (the "TransactionsDepositary") pursuant to a DTC letter of representations, to be dated as of the Closing Date (as defined in Section 2) (the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESIDTC Agreement"), xxxx XXXXXI among the Company, the Guarantors, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as the surviving corporation in such merger of October 22, 2003 (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file, within 180 days of the Closing Date, a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together registration statement with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, Commission registering the Exchange Securities (as defined below) under the Securities Act. The payment of principal, premium and Liquidated Damages (as defined in the Notes Registration Rights AgreementIndenture), if any, and interest on the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated unsecured basis, jointly and severally by (i) all of the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the wholly owned subsidiaries of the Company shall include all direct and indirect subsidiaries (ii) any wholly owned subsidiary of the Company formed or acquired after the consummation Closing Date or any other subsidiary that executes an additional guarantee in accordance with the terms of the MergerIndenture, and their respective successors and assigns (collectively, the "Guarantors"), pursuant to their guarantees (the "Guarantees"). Capitalized terms used but not defined The Notes and the Guarantees attached thereto are herein shall have collectively referred to as the meanings given "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to such terms as the "Exchange Securities." At or prior to the Closing Date, the Company will enter into a new senior secured credit facility, consisting of a $75 million five-year revolving credit facility, with a syndicate of lenders led by Bank of America, N.A., substantially as described in the Offering Document Memorandum and as set forth in a credit agreement, to be dated as of the Closing Date, between the Company, the Guarantors, Bank of America, N.A. as administrative agent, L/C issuer and swing line lender, the lender parties named therein and Banc of America Securities LLC as sole lead arranger and sole book manager, together with any collateral and other ancillary documents related thereto (the "Credit Agreement"). As more specifically provided for in the Credit Agreement, it is a condition to the closing of the Credit Agreement that the Company shall have received at least $160 million in gross cash proceeds from the issuance and sale of the Securities. The Company will use the net proceeds from the issuance and sale of the Securities, along with borrowing under the Credit Agreement, to, among other things, repay borrowings under the Company's existing credit facility. The Company and the Guarantors understand that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below)) and agree that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Company hereby agrees Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Initial Purchaser Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as follows:amended (the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors who acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") thereunder).

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxx Xxxxxxxxx Xxxxxxxxxxx, Xxx., a Delaware x Xelaware corporation (the "Company"), proposeshas entered into an asset purchase agreement dated December 10, 2004 (the "Asset Purchase Agreement") with Ronco Inventions, LLC, Popeil Inventions, Inc., RP Productions, Inc. (collectively, the "Predecessor Entities") and RMP Family Trust, Ronald M. Popeil, (taken together with the Predecessor Entities, the "Xxxxxxx"), xxxxeby the Company has agreed to purchase substantially all the assets of the Predecessor Entities from the Sellers for a total purchase price of $55,000,000 (the "Purchase Price," consisting of $40,000,000 in cash and $15,000,000 in promissory notes), subject to adjustment as provided in the terms Asset Purchase Agreement. In addition, the Company has, or will prior to the closing of the Ronco Asset Purchase (as defined below), executed a series of agreements with Mr. Popeil, including a multi-year consulting agreement and conditions stated hereina new proxxxx xxxxxopment agreement, to issue which ensure Mr. Popeil's continued involvement and sell to Credit Suisse First Boston Corporation ("CSFBC" or financial interest in our busixxxx. Xxxxx together, the foregoing agreements and arrangements represent the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 Ronco Asset Purchase." The Company has also entered into a merger agreement (the "NotesMerger Agreement") with Fi-Tek VII, Inc., a Delaware corporation ("FTK"), pursuant to which (i) the Company will merge with and 339,820 into Ronco Acquisition Corporation, a wholly-owned subsidiary of FTK, with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of FTK, and (ii) FTK will change its name to "Ronco Corporation" (the "Merger Transaction"). Upon consummation of the Merger Transaction, Ronco Corporation shall assume all of the Company's rights and obligations under this Agreement and all references to the Company shall be deemed to be references to Ronco Corporation. To fund the cash portion of the Purchase Price of the Ronco Asset Purchase, the Company proposes to sell up to 13,262,600 shares (the "Shares") of Class A common stock Common Stock, $0.00001 par value per share (the "Common Stock") ), of the Company, par value Ronco Corporation at a purchase price of $0.01 3.77 per share (the "Shares" and together with the Notes, the "Offered SecuritiesOffering Price"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the MergerRonco Asset Purchase, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), Merger Transaction and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries sale of the Company Shares shall include all direct occur contemporaneously and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:be conditioned upon one another.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxx Preferred Holdings, Xxx., a Delaware corporation Inc. (the "Company"), proposesa Delaware corporation, subject to the terms and conditions stated hereinhas an authorized capital stock consisting of (i) 10,000,000 shares of Preferred Stock, to issue and sell to Credit Suisse First Boston Corporation having par value of $2.00 per share ("CSFBC" or the "Initial PurchaserPreferred Stock") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (which no shares were issued and outstanding as of the "Notes") date hereof and 339,820 50,000,000 shares of Class A common stock Common Stock, having par value of $.001 per share (the "Common Stock") of which ___________ shares were issued and outstanding as of the Companydate hereof. The Company owns all of the issued and outstanding share capital of Global Preferred Re Limited, par value $0.01 per share a Bermuda company registered as a long-term insurer under the Bermuda Insurance Act of 1978 (the "Shares" and together with the Notes, the "Offered SecuritiesSubsidiary"). The Notes Company proposes to issue and sell ________________ shares of its authorized but unissued Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. The aggregate ____________ shares of Common Stock proposed to be issued sold by the Company are hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to _____________ additional shares of Common Stock ("Option Shares") as provided in Section 3 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." As part of the offering contemplated by this Agreement, the Underwriters have agreed to reserve out of the Shares pursuant to an indenture this Agreement, up to _______ shares of Common Stock for sale to the eligible, in each case as identified by the Company, independent insurance agents associated with World Financial Group, Inc., stockholders of the Company, employees of the Company and such employees friends or members of their families (the "IndentureParticipants"), as set forth in the Registration Statement and Prospectus (the "Directed Shares Program"). The Shares to be sold by the Underwriters pursuant to the Directed Shares Program (the "Directed Shares") will be sold by the Underwriters pursuant to this Agreement at the public offering price. Any Directed Shares not confirmed for purchase in accordance with and prior to the time specified in the materials prepared and circulated in connection with the Directed Shares Program will be dated offered to the public by the Underwriters as set forth in the Prospectus. You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Closing Date Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement as hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, acting on behalf of the Company and the Subsidiary, and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (as defined belowthe "Pricing Agreement"), . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and State Street Bank the Representatives and Trust Company of California, N.A., shall specify such applicable information as trustee (the "Trustee")is indicated in Exhibit A hereto. As part The offering of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. Shares will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights be governed by this Underwriting Agreement (the this "Notes Registration Rights Agreement"), a Securityholders' Agreement (as supplemented by the "Securityholders Pricing Agreement"), . From and an Anti-Dilution Agreement (after the "Anti-Dilution Agreement") date of the execution and (2) CBRESI will enter into a credit agreement (together with delivery of the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Pricing Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as shall be deemed to incorporate the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Pricing Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees confirms its agreement with the Initial Purchaser Underwriters as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxx Bowes Inc., a Delaware corporation (the "CompanyIssuer"), proposesconfirms xxx xgreement with each of you (individually, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation (a "CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "SharesDistributor" and together with the Notescollectively, the "Offered Distributors") with respect to the issue and sale from time to time by the Issuer of its medium-term notes registered under the registration statements referred to in Section 2(a) (any such medium-term notes being hereinafter referred to as "Securities", which expression shall, if the context so admits, include any permanent global Security). Securities may be offered and sold pursuant to Section 3 of this Agreement in an aggregate amount not to exceed the amount of Registered Securities (as defined in Section 2(a) hereof) registered pursuant to such registration statements reduced by the aggregate amount of any other Registered Securities sold otherwise than pursuant to Section 3 of this Agreement. The Notes are to Securities will be issued pursuant to under an indenture indenture, dated as of September 3, 1998 (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company Issuer and State Street Bank and Trust Company of CaliforniaSunTrust Bank, N.A.Atlanta, as trustee (the "Trustee"). As part Subject to the terms and conditions stated herein and to the reservation of the transactions (the "Transactions") as defined in the "Description Issuer of the Notes" and right to sell Securities directly on its own behalf or through other agents, dealers or underwriters as described under the heading "The Transactions" set forth in the Offering Document (as defined hereinSection 3(a), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation the Issuer hereby ("CBRESI"), xxxx XXXXXI i) appoints each Distributor as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation an agent of the Merger, (1) Issuer for the purpose of soliciting and receiving offers to purchase Securities from the Company pursuant to Section 3(a) hereof and (ii) agrees that whenever it determines to sell Securities directly to any Distributor as principal, it will execute enter into a Notes Registration Rights Agreement separate agreement (the each a "Notes Registration Rights Terms Agreement"), substantially in the form set forth in Exhibit A hereto, relating to such sale in accordance with Section 3(b) hereof. The Securities shall have the terms described in the Prospectus referred to in Section 2(a) as it may be amended or supplemented from time to time, including any supplement to the Prospectus that sets forth only the terms of a Securityholders' Agreement particular issue of the Securities (the a "Securityholders AgreementPricing Supplement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI . Securities will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agentbe issued, and the lenders named therein. This Agreementterms thereof established, from time to time by the Indenture, Issuer in accordance with the Offered Securities, Indenture and the Exchange Securities Procedures (as defined in the Notes Registration Rights AgreementSection 3(d) hereof), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:.

Xxxxxxxxxxxx. XXXX XXX Xxxxxxxx Xxxxxxx, Xxx.x Xxxxxxre corporation (the "COMPANY") and a direct wholly-owned subsidiary of American Natural Resources Company, a Delaware corporation ("ANR CO.") and an indirect wholly-owned subsidiary of each of El Paso CNG Company LLC, a Delaware limited liability company, ("EL PASO LLC"), El Paso CGP Company, a Delaware corporation ("EL PASO COMPANY"), and El Paso Corporation, a Delaware corporation ("EL PASO CORPORATION" and, together with ANR CO., EL PASO LLC and EL PASO COMPANY, the "CompanyPARENTS"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation the several parties named in Schedule A hereto (the initial "CSFBC" or the "Initial PurchaserPURCHASERS") $65,000,000 U.S.$300,000,000 aggregate principal amount of its 168.875% Senior Notes Due 2011 due 2010 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "IndentureOFFERED SECURITIES") to be issued under an indenture, dated as of the Closing Date (as defined belowherein) (the "INDENTURE"), between the Company and State Street The Bank and Trust Company of California, N.A.New York, as trustee (Trustee. The Securities Act of 1933, as amended, is herein referred to as the "TrusteeSECURITIES ACT." On or prior to the Closing Date all of the capital stock of El Paso Great Lakes, Inc., a Delaware corporation ("GREAT LAKES"). As part of , will be contributed to the transactions (the "Transactions") Company as defined an equity contribution as described in the "Description of the Notes" and as described under the heading "The Transactions" in the Final Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation () under the caption "CBRESI"), xxxx XXXXXI as the surviving corporation in such merger Summary--The Transaction" (the "MergerGREAT LAKES CONTRIBUTION"). Concurrently with the consummation The holders of the Merger, (1) Offered Securities will be entitled to the Company will execute benefits of a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, dated as of the Securityholders Agreement Closing Date, between the Company and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as Purchasers (the "Operative DocumentsREGISTRATION RIGHTS AGREEMENT". All material agreements ), pursuant to which the Company will agree to file an exchange offer registration statement, or, under certain circumstances, a shelf registration statement with the Securities and instruments relating to the Transactions Exchange Commission (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction AgreementsCOMMISSION". The Operative Documents and ) registering the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries resale of the Company shall include all direct and indirect subsidiaries of Offered Securities under the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)Securities Act. The Company hereby agrees with the Initial each Purchaser as follows:

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxxx xx xxe terms of a Note Purchase Agreement, Xxx.dated October 17, 2001, among InSight Health Services Acquisition Corp., a Delaware corporation, InSight Health Services Corp., a Delaware corporation (the "Company"), proposesInSight Health Services Holdings Corp., subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation a Delaware corporation ("CSFBC" or Holdings"), the Subsidiary Guarantors (as defined herein), Banc of America Bridge LLC and Banc of America Securities LLC, (the "Note Purchase Agreement"), the Company is issuing to Banc of America Securities LLC (the "Initial Purchaser") [(i)] $65,000,000 200,000,000 aggregate principal amount of its 16the Company's [__]% Senior Subordinated Notes Due 201[_] (the "[Exchange] Notes") in exchange for $200,000,000 principal amount of the Company's 12-1/8% Senior Subordinated Notes due 2011 (the "Existing Notes") [and 339,820 shares (ii) an additional $[_______] aggregate principal amount of Class A common stock the Company's [__]% Senior Subordinated Notes due 201[_] pursuant to Section 10(a)(iv) of the Note Purchase Agreement (the "Common Stock") of the CompanyAdditional Notes" and, par value $0.01 per share (the "Shares" and together with the Exchange Notes, the "Offered Securities"Notes)](2). The Notes are to will be issued pursuant to an indenture indenture, dated as of [________], 200[_] (the "Indenture"), among the Company, the Guarantors (as defined below) and State Street Bank and Trust Company N.A., as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a letter of representations, to be dated as of the Closing Date (as defined belowin Section 2), between to be entered into in connection with the Company and State Street Bank and Trust Company issuance of California, N.A., as trustee the Securities (the "Trustee"). As part DTC Letter of the transactions (the "TransactionsRepresentations") among the Company, the Trustee and the Depositary. The payment of principal of, premium and Liquidated Damages (as defined in the "Description Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will, upon issuance of the Notes, become fully and unconditionally guaranteed on a senior subordinated and unsecured basis, jointly and severally by (i) Holdings, (ii) each of the Company's directly and indirectly wholly-owned subsidiaries listed in Schedule A attached hereto, and (iii) any wholly-owned or other subsidiary of the Company formed or acquired after ----------------------------------- (2) Include only if Additional Notes are to be issued. the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and respective successors and assigns of Holdings and the subsidiaries of the Company referred to in (ii) and (iii) above (collectively, the "Guarantors," and as described under the heading subsidiaries referred to in (ii) and (iii) above, the "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESISubsidiary Guarantors"), xxxx XXXXXI as the surviving corporation in such merger pursuant to their guarantees (the "MergerGuarantees"). Concurrently with The Notes and the consummation Guarantees attached thereto are herein collectively referred to as the "Securities," and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities." The holders of the MergerNotes will be entitled to the benefits of a remarketed notes registration rights agreement, (1) to be dated as of the Company will execute a Notes Registration Rights Agreement Closing Date (the "Notes Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchaser, substantially in the form of Exhibit E attached to the Note Purchase Agreement, pursuant to which the Company and the Guarantors agree to file, within 120 days of the Closing Date, a Securityholders' Agreement registration statement with the Securities and Exchange Commission (the "Securityholders AgreementCommission")) registering the Exchange Securities under the Securities Act of 1933, and an Anti-Dilution Agreement as amended (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branchSecurities Act," which term, as administrative agentused herein, includes the rules and regulations of the lenders named thereinCommission promulgated thereunder). This Agreement, The Company understands that the Indenture, Initial Purchaser proposes to make an offering of the Offered Securities, Securities on the Exchange Securities (as defined terms and in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement manner set forth herein and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document Memorandum (as defined below). The Company hereby ) and agrees with that the Initial Purchaser as follows:may sell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")).

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.XXX Xxpital Receivables Inc., a Delaware corporation (the "CompanySeller"), proposes, subject proposes to cause CNH Equipment Trust 200_-_ (the terms and conditions stated herein, "Trust") to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate [_________] principal amount of its 16Class A-1 [____]% Senior Asset Backed Notes Due 2011 (the "A-1 Notes"), $[_________] principal amount of Class A-2 [____]% Asset Backed Notes (the "A-2 Notes"), $[_________] principal amount of Class A-3 [____]% Asset Backed Notes (the "A-3 Notes"), $[_________] principal amount of Class A-4 [___]% Asset Backed Notes (the "A-4 Notes") and $[_________] principal amount of Class B [___]% Asset Backed Notes (the "B Notes"; together with the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the "Notes") and 339,820 shares of Class A common stock ), to the several underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Common StockRepresentative") ). The assets of the CompanyTrust include, par value $0.01 per share among other things, a pool of retail installment sale contracts and full payout leases (the "Shares" Receivables") secured by new or used over-the-road trucks and together with trailers, agricultural, construction, forestry, or other equipment and the Notesrelated security interests in the equipment financed thereby. The Receivables were sold to the Trust by the Seller. The Receivables are serviced for the Trust by Case Credit Corporation, the a Delaware corporation ("Offered SecuritiesCase Credit"). The Notes are to will be issued pursuant to an indenture (the "Indenture") Indenture to be dated as of the Closing Date [_________] (as defined belowamended and supplemented from time to time, the "Indenture"), between the Company Trust and State Street Bank [_________________] (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated in this Agreement, the Trust Company will issue [___]% Asset Backed Certificates (the "Certificates"), in an amount of California$[_________] to the Seller. The Notes and the Certificates are sometimes referred to herein as the "Securities." Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of [_________] (as amended and supplemented from time to time, N.A.the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of [_________] (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and [_______________], as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:

Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx.Xxxxxxxx Xxxxorp, a Delaware New York corporation and bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (the "Company"), proposesand Sterling Bancorp Trust I, a statutory business trust created under the Delaware Business Trust Act (the "Delaware Act") (the "Trust" and, together with the Company, sometimes the "Offerors"), propose, upon the terms and subject to the terms and conditions stated herein, to set forth in this underwriting agreement (this "Agreement") that the Trust issue and sell to Credit Suisse First Boston Corporation the several underwriters named in Schedule I hereto (each an "CSFBCUnderwriter" or and, collectively, the "Initial PurchaserUnderwriters") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 ), for which Ferris, Baker Watts, Incorporated and Ryan, Beck & Co., LLC are acting ax xxxxesxxxxxixxx (the "NotesRepresentativex"), wxxx respect to the proposed issuance and sale by the Trust of its [ ]% Preferred Securities, with a liquidation amount of $10.00 per Preferred Security (the "Securities"), the terms of which are more fully described in the Prospectus (as hereinafter defined). Such Securities will be issued pursuant to the Amended and Restated Trust Agreement, dated [ ], 2002 (the "Trust Agreement") among the Company as Depositor and 339,820 shares The Bank of Class A New York (Delaware), as Delaware Trustee and The Bank of New York, as Property Trustee. The Preferred Securities will be guaranteed by the Company with respect to distributions and payments upon liquidation, redemption and otherwise (the "Guarantee") pursuant to and to the extent provided by a Guarantee Agreement (the "Guarantee Agreement"), dated [ ], 2002, between the Company and The Bank of New York, as Guarantee Trustee (the "Guarantee Trustee"). The entire proceeds of the sale of the Securities to be issued pursuant hereto and the common stock securities of the Trust (the "Common StockSecurities") will be used to purchase an equivalent dollar amount of the Company, par value $0.01 per share junior subordinated debentures (the "Shares" and together with the Notes, the Subordinated Debentures"Offered Securities"). The Notes are ) to be issued by the Company pursuant to an indenture a Junior Subordinated Indenture (the "Indenture") to be dated as of the Closing Date (as defined below), dated [ ], 2002 between the Company and State Street The Bank and Trust Company of California, N.A.New York, as trustee Debenture Trustee (the "Debenture Trustee"). As The 2,200,000 Securities proposed to be sold by the Trust are referred to herein as the "Firm Securities." The Offerors also propose to grant to the Underwriters an option to purchase up to an additional 300,000 Securities, referred to herein as the "Additional Securities" (and, together with the Firm Securities, the "Preferred Securities"), if requested by the Underwriters as provided in Section 3 hereof. The registration statement on Form S-3 (file nos. 333-[ ] and 333-[ ] under the Securities Act of 1933, as amended (the "Securities Act") with respect to the Preferred Securities, the Subordinated Debentures and the Guarantee, as amended at the time it is, or was declared effective by the Securities and Exchange Commission (the "Commission"), including a form of prospectus, and, in the event of any amendment thereto after the effective date, such registration statement as so amended (but only from and after the effectiveness of such amendment), including a registration statement (if any) filed pursuant to Rule 462(b) of the rules and regulations of the Commission under the Securities Act (the "Securities Act Rules and Regulations") increasing the size of the offering registered under the Securities Act and information (if any) deemed to be part of the transactions (registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Securities Act Rules and Regulations, is hereinafter called the "Transactions") as defined Registration Statement." The prospectus included in the "Description of Registration Statement at the Notes" time it is, or was declared effective by the Commission and as described under any related prospectus supplement, or supplements relating to the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Preferred Securities, the Exchange Guarantee or the Subordinated Debentures as previously filed with or promptly hereafter filed with the Commission pursuant to Rule 424(b) of the Securities Act Rules and Regulations, is hereinafter called the "Prospectus", except that if any prospectus filed by the Offerors with the Commission pursuant to Rule 424(b) of the Securities Act Rules and Regulations or any other such prospectus provided to the Underwriters by the Offerors for use in connection with the offering of the Preferred Securities (as defined in whether or not required to be filed by the Notes Offerors with the Commission pursuant to Rule 424(b) of the Securities Act Rules and Regulations) differs from the prospectus on file at the time the Registration Rights Agreement)Statement is, or was declared effective by the Commission, the Notes Registration Rights Agreement, term "Prospectus" shall refer to such differing prospectus from and after the Securityholders Agreement and time such prospectus is filed with the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating Commission or transmitted to the Transactions (including, but not limited to, Commission for filing pursuant to such Rule 424(b) or from and after the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement time it is first provided to the subsidiaries of Underwriters by the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the MergerOfferors for such use. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:The

Xxxxxxxxxxxx. XXXX XxxxxxxXxxx of America Mortgage Securities, Xxx.Inc., a Delaware corporation (the "Company"), proposes, subject proposes to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation Banc of America Securities LLC ("CSFBC" or the "Initial PurchaserUnderwriter") ), $65,000,000 aggregate [___] principal amount of its 16% Senior Notes Due 2011 Mortgage Pass-Through Certificates identified in Schedule I hereto (the "NotesOffered Certificates") and 339,820 shares having the Initial Class Certificate Balances or Initial Notional Amounts set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class A common stock Certificate Balance or Maximum Initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Common StockNon-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of the Company, par value $0.01 per share a trust estate (the "Shares" Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of not more than [___] months, as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), to be dated [______] [__], 20[__], between the Company and together with Bank of America, National Association ("BANA"). As of the Notesclose of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Offered SecuritiesAgreement." Elections will be made to treat the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Notes Certificates are to be issued pursuant to an indenture a pooling and servicing agreement, to be dated [_____] [__], 20[__] (the "IndenturePooling Agreement") to be dated as of the Closing Date (as defined below), between among the Company Company, as depositor, BANA, as servicer (the "Servicer"), LaSalle Bank National Association, as securities administrator (the "Securities Administrator"), and State Street U.S. Bank and Trust Company of California, N.A.National Association, as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein)Pooling Agreement, BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This this Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Mortgage Loan Purchase Agreement and the Anti- Dilution Agreement purchase agreement, to be dated [_____] [__], 20[__], among Banc of America Securities LLC, as Purchaser, the Company and BANA, are sometimes collectively referred to in this Agreement collectively herein as the "Operative Basic Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. ." Capitalized terms used but herein that are not otherwise defined herein shall have the meanings given to such terms assigned thereto in the Offering Document (as defined below). The Company hereby agrees with the Initial Purchaser as follows:Pooling Agreement.

Xxxxxxxxxxxx. XXXX XxxxxxxXxxxxxx Xxxxxxx Xxxxx, Xxx., a Delaware Nevada corporation (the "CompanyCOMPANY"), proposes, subject to the terms and conditions stated herein, ) proposes to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount __________ shares of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 0.001 per share ("SECURITIES"), and the stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of _______________ outstanding shares of the Securities (such shares of Securities being hereinafter referred to as the "Shares" and together with the Notes, the "Offered SecuritiesFIRM SECURITIES"). The Notes are Selling Stockholders also propose to be issued pursuant sell to the Underwriters, at the option of the Underwriters, an indenture aggregate of not more than __________ additional shares of its Securities, as set forth below (such ___________ additional shares being hereinafter referred to as the "IndentureOPTIONAL SECURITIES") to be dated as of ). The Firm Securities and the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (Optional Securities are herein collectively called the "TrusteeOFFERED SECURITIES"). As part of the transactions offering contemplated by this Agreement, ______________________ (the "TransactionsDESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to __________________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined in the "Description of the Notes" and as described herein) under the heading "The TransactionsUnderwriting" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "MergerDirected Share Program"). Concurrently with The Firm Securities to be sold by the consummation of Designated Underwriter pursuant to the Merger, (1) the Company will execute a Notes Registration Rights Agreement Directed Share Program (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution AgreementDIRECTED SHARES") and (2) CBRESI will enter into a credit agreement (together with be sold by the related guaranties and security documents, Designated Underwriter pursuant to this Agreement at the "Credit Agreement") among itself, public offering price. Any Directed Shares not subscribed for by the guarantors named therein, Credit Suisse First Boston, New York branch, end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined set forth in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company after the consummation of the Merger. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Document (as defined below)Prospectus. The Company and the Selling Stockholders hereby agrees agree with the Initial Purchaser several Underwriters named in Schedule B hereto ("UNDERWRITERS") as follows: