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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.820% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.760% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.690% of the principal amount of the Class I-B Notes, at a purchase price of 99.810% of the principal amount of the Class II-A-1 Notes, at a purchase price of 99.780% of the principal amount of the Class II-A-2 Notes, and at a purchase price of 99.760% of the principal amount of the Class II-A-3 Notes, at a purchase price of 99.720% of the principal amount of the Class II-A-4 at a purchase price of 99.650% of the principal amount of the Class II-B Notes Notes, at a purchase price of 99.550% of the principal amount of the Class II-C Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the datesDepositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, and shall bear interest at a Division of McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $1,034,631. The Sponsor Depositor will deliver or cause the delivery of the Notes to the Representative (or its designee) for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on December 7, New York time on April 28, 20042006, or at such other time not later than seven full business days Business Days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [_______]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2-A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co., ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.860000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.814316% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2a Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.820000% of the principal amount thereof, the respective principal amount of the Class B A-2b Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.778113% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall bear interest be made at rates not to exceed 3.00% per annumthe office of Oxxxxx, to be agreed to by Hxxxxxxxxx & Sxxxxxxxx LLP, 400 Xxxxxx Xxxxxx, San Francisco, California 94105 on April 29, 2008 (the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver "Closing Date"). Delivery of the Notes to the Underwriters, shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of "Cede & Co., ," the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.91000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.79001% of the principal amount thereof, (iii) the Class A-3 Notes, 99.72579% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69399% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Mxxxx Xxxxx LLP, 000 70 Xxxxx Xxxxxx XxxxXxxxx, Xxx XxxxChicago, Xxx Xxxx 00000, at 10:00 a.m.Illinois 60606 not later than 11:00 A.M., New York time City time, on April 28February 25, 2004, 2016 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Mxxxx Xxxxx LLP on the Closing Date. The Certificates to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than February 25, 2016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74337% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69048% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63055% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28October 21, 2004, 2011 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than October 21, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.268% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28December 16, 2004, 2019 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of ----------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeeach Initial Purchaser severally, severally and not jointly, agrees to purchase from the Trustpurchase, the respective principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II I hereto at a purchase price equal to the product 98.5% of their principal amount (the "Price %" as specified on Schedule III hereto Purchase Price"). On the Closing Date, in exchange for such class the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, deposit with the Escrow Agent 100% of Notes and the principal amount of each class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus SupplementEscrow Account. For Pursuant to the periods from the Closing Date through the ends terms of the respective Initial Auction PeriodsEscrow Agreement, (ai) the Class A-5 Notes Escrow Agent shall bear interest at rates not to exceed 3.00forthwith distribute, on January 3, 2003 1.5% per annum, to be agreed to by of the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver principal amount of the Notes to the UnderwritersInitial Purchasers and (ii) upon satisfaction of the conditions giving rise to the release of funds to the Company under the Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers requests, upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price to or upon therefor as set forth above. Such delivery of and payment for the order of the Sponsor by wire transfer in federal (same day) funds, Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx, 000 Xxxxxx Xxxx00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time time, on April 28December 20, 20042002, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Initial Purchasers and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Notes to be so delivered Company will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for checking and packaging by book entries on the records Initial Purchasers at the offices of DTC and participating members thereof. Definitive Notes will be available only under Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a“DTC”)) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of Seller, as directed by the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28August 26, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto, consisting of the Class A-1 Notes in the amount of $104,201,000, the Class A-2 Notes in the amount of $110,037,000 and the Class A-3 Notes in the amount of $88,809,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to purchased by each Underwriter will be delivered by the Sponsor and UBS Securities LLC; to each Underwriter (bwhich delivery shall be made through the facilities of The Depository Trust Company ("DTC")) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28May 30, 20042003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, determine (such time being herein referred to as the "Closing Date." "). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.86000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.75074% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69441% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62666% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April October 28, 2004, 2010 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than October 28, 2010, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, each of the Sponsor Company and the Guarantor agrees to cause the Trust to issue and sell to the Underwriters$235,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase from the Trust, Company and the Guarantor the principal amount of each class of Notes set forth opposite the name of such Underwriter on Initial Purchaser in Schedule II A hereto at a purchase price equal to the product 96.597% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchasers for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have severally agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as the respective rates, described in Initial Purchasers request upon notice to the Prospectus Supplement. For the periods from Company not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Company to Banc of America Securities LLC for the accounts of the several Initial Auction PeriodsPurchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, immediately available funds to the account of the Company. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx LLP (“Counsel for the Initial Purchasers”), 000 Xxxxxx Xxxx00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at 10:00 a.m.A.M., New York time City time, on April 28February 3, 20042010, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Banc of America Securities LLC and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date”. The Company will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, NY offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the business day prior to the Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$325,000,000 aggregate principal amount of Notes, and the Underwriters agree, each Initial Purchaser severally and not jointly, jointly agrees to purchase from the Trust, Issuers the aggregate principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II hereto at a purchase price equal to 100.000%, less the product Initial Purchasers’ 1.75% discount, of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate principal amount of each class of thereof plus accrued and unpaid interest from September 28, 2012 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxx Fargo, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as Xxxxx Fargo requests upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Issuers to the Initial Auction PeriodsPurchasers for the account of the Initial Purchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx LLP (“Counsel for the Initial Purchaser”), 000 Xxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April September 28, 20042012, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Xxxxx Fargo and the Sponsor Issuers may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Issuers will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, [__________]% of the principal amount thereof, (ii) the Class A-2 Notes, [__________]% of the principal amount thereof, (iii) the Class A-3 Notes, [______________]% of the principal amount thereof and (iv) the Class A-4 Notes, [__________]% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28, 2004, [___________] or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than [__________], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, (a) the principal amount of each class of the 2018 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the 2018 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of 98.901% of the "Price %" as specified on Schedule III hereto for such class of Notes and principal amount thereof, (b) the principal amount of each class of the 2023 Notes set forth opposite the name of such Underwriter on in Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends I hereto (plus any additional principal amount of the respective Initial Auction Periods2023 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.981% of the principal amount thereof, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B principal amount of the 2043 Notes shall bear set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the 2043 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.201% of the principal amount thereof, plus, in each case, accrued interest at rates not (if any) to exceed 3.00% per annum, the Closing Date (as defined below). Payment for the Notes to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company for the Notes to be sold by the Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx XxxxThe Calfee Building, Xxx Xxxx0000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx Xxxxxxxxx, XX 00000, at 10:00 a.m., a.m. New York time time, on April 28December 6, 2004, 2012 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." The Notes ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be so delivered closed). Each of the 2018 Notes, the 2023 Notes and the 2043 Notes will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.81022% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74928% of the principal amount thereof and (iv) the Class A-4 Notes, 99.68934% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28July 25, 2004, 2012 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than July 25, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the Underwriters$165,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of Notes set forth opposite the name of such Underwriter on Initial Purchaser in Schedule II I hereto at a purchase price equal to the product 97.375% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes set forth opposite that the Initial Purchasers have severally agreed to purchase hereunder and in such denomination or denominations and registered in such name of such Underwriter on Schedule II hereto. The Notes shall mature on or names as the datesRepresentative requests, and shall bear interest at upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Company not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial Auction PeriodsPurchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, Federal or other funds immediately available to the account of the Company. Such delivery of and payment for the Notes shall be made at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx XxxxXxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 a.m.A.M., New York time City time, on April 28February 3, 20042005, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Representative and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Company will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the offices of Shearman & Sterling LLP, (“Counsel for the Initial Purchasers”), 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80478% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74235% of the principal amount thereof and (iv) the Class A-4 Notes, 99.67304% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock Xxxxxx, Xxxxx & Stroock & Xxxxx Xxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April January 28, 2004, 2015 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxx, Xxxxx & Bockius LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxx, Xxxxx & Xxxxxxx LLP on the Closing Date. The Certificates to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede the Company and will be made available for checking at the above office of Xxxxxx, Xxxxx & Co.Bockius LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than January 28, 2015, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.84851% of the principal amount thereof, (iii) the Class A-3 Notes, 99.75376% of the principal amount thereof and (iv) the Class A-4 Notes, 99.64387% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28July 24, 2004, 2013 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than July 24, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a“DTC”)) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of Seller, as directed by the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28May 26, 20042005, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.090% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April June 28, 2004, 2021 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28February 24, 2004, 2011 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto, consisting of the Class A-1 Notes in the amount of $195,208,000, the Class A-2 Notes in the amount of $210,312,000 and the Class A-3 Notes in the amount of $109,478,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to purchased by each Underwriter will be delivered by the Sponsor and UBS Securities LLC; to each Underwriter (bwhich delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28November 25, 20042003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 98.841% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28June 30, 2004, 2020 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 A-3 Notes, the Class A-4 Notes and the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; Xxxxxxx Xxxxx Xxxxxx Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities UBS PaineWebber Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April February 28, 20042003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Escrow Issuer agrees to cause the Trust to issue and sell to the Underwriters$175,000,000 aggregate principal amount of Notes, and the Underwriters agree, each Initial Purchaser severally and not jointly, jointly agrees to purchase from the Trust, Escrow Issuer the aggregate principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II hereto at a purchase price equal to 101.25% (representing a gross purchase price of 103.000% less the product Initial Purchasers’ 1.75% discount) of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate principal amount of each class of thereof plus accrued and unpaid interest from September 28, 2012 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxx Fargo, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as Xxxxx Fargo requests upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Escrow Issuer not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Escrow Issuer to the Initial Auction PeriodsPurchasers for the account of the Initial Purchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, or other funds immediately available to the account specified in the Escrow Agreement or otherwise by the Escrow Agent. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx LLP (“Counsel for the Initial Purchaser”), 000 Xxxxxx Xxxx1271 Avenue of the Americas, Xxx XxxxNew York, Xxx Xxxx 00000New York, at 10:00 a.m.A.M., New York time City time, on April 28December 20, 20042012, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Xxxxx Fargo and the Sponsor Escrow Issuer may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Escrow Issuer will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.90000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.79663% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73806% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69849% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Mxxxx Xxxxx LLP, 000 70 Xxxxx Xxxxxx XxxxXxxxx, Xxx XxxxChicago, Xxx Xxxx 00000, at 10:00 a.m.Illinois 60606 not later than 11:00 A.M., New York time City time, on April 28May 31, 2004, 2016 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Mxxxx Xxxxx LLP on the Closing Date. The Certificates to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than May 31, 2016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the Underwriters, and the Underwriters agreeUnderwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Trust, Company at 98.232% of the principal amount of each class of the Notes. One or more certificates in definitive form (the “Global Note”) for the Notes set forth opposite that the Underwriters have agreed to purchase hereunder, in such denomination or denominations and registered in such name of such Underwriter on Schedule II hereto at a purchase price equal or names as the Underwriters request upon notice to the product Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the "Price %" as specified Company to the Representatives against payment by or on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends behalf of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment several Underwriters of the purchase price to or upon the order of the Sponsor therefor by wire transfer in federal (same dayday funds) fundsto such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxxxx Xxxxx & Stroock & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, New York at 10:00 a.m., New York time City time, on April 28May 23, 20042024, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Underwriters, on the one hand, and the Sponsor Company, on the other hand, may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking by the Representatives and counsel to the Underwriters at least 24 hours prior to the Closing Date. The Global Note to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners on behalf of the Company to the Representatives shall be delivered in book-entry form through a common depositary or its nominee on behalf of Clearstream Banking, société anonyme (“Clearstream”), and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”). Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will in definitive form shall be available only under limited circumstances. Xxxxxxx Xxxxx & Co. LLC or such other Representative as the limited circumstances specified Underwriters may appoint to settle the Notes (the “Settlement Bank”) acknowledges that the Notes represented by the Global Note will initially be credited to an account (the “Commissionaire Account”) for the benefit of the Settlement Bank, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Notes are to be delivered to others only against payment of the net subscription monies for the Notes (i.e., less the commissions and expenses to be deducted from the subscription monies) into the Commissionaire Account on a delivery against payment basis. The Settlement Bank acknowledges that (i) the Notes represented by the Global Note shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Notes received in the Basic DocumentsCommissionaire Account (i.e., less the commissions and expenses deducted from the subscription monies) will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Settlement Bank undertakes that the net subscription monies for the Notes (i.e., less the commissions and expenses deducted from the subscription monies) will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.83155% of the principal amount thereof, (iii) the Class A-3 Notes, 99.76060% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63220% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 2824, 2004, 2013 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than April 24, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the Underwriters$325,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Trust, Company the principal amount of each class of Notes set forth opposite the name of such Underwriter on Initial Purchaser in Schedule II I hereto having the terms described in the Final Offering Memorandum at a purchase price equal to the product 95.965% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class thereof (the "Purchase Price"), plus any additional principal amount of Notes set forth opposite that such Initial Purchaser may become obligated to purchase pursuant to the name provision of such Underwriter on Schedule II heretoSection 10 hereof. The One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes shall mature on that the datesInitial Purchasers have severally agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as the respective rates, described in Representatives request upon notice to the Prospectus Supplement. For the periods from Company not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial Auction PeriodsPurchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, Federal or other funds immediately available to the account of the Company. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Mayer, Brown, Xxxx & Stroock & Xxxxx LLPMaw LLP ("Counsel for the Initial Purchasers"), 000 Xxxxxx Xxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 at 10:00 a.m.A.M., New York time City time, on April 2827, 20042005, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Representatives and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC". The interests of beneficial owners of Company will make such certificate or certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 98.00% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment as defined below). Payment of the purchase price to or upon for, and delivery of certificate(s) for, the order of the Sponsor by wire transfer in federal (same day) funds, Notes shall be made at the office offices of Stroock & Stroock & Xxxxx LLPUBS Securities LLC, 000 Xxxxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28March 15, 2004, 2010 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." The ” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Notes to be so delivered sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Notes to the Underwriters. The Notes will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor WEC agrees to cause the Trust to sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the TrustWEC, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 97% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof plus accrued interest from July 28, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from 1999 to the Closing Date through the ends (as hereinafter defined), all of the respective Initial Auction PeriodsNotes. On the basis of the representations, (a) warranties and agreements herein contained, but subject to the Class A-5 Notes shall bear terms and conditions herein set forth, Xxxxx agrees to sell to the Purchaser, and the Purchaser agrees to purchase the Units from Xxxxx, at an aggregate purchase price of $24,187,746 plus accrued interest at rates not on the Debentures from July 28, 1999 to exceed 3.00% per annumthe Closing Date, to be agreed to by all of the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Units. WEC will deliver the Notes to the Underwriters, against payment of the purchase price to the Notes in the form of one or upon more permanent global Notes in registered form without interest coupons (the order "Global Notes") deposited with the Notes Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Xxxxx will deliver against payment of the Sponsor purchase price the Units in the form of one or more permanent global Units (each of which will consist of one or more global certificates for Debentures and Shares) in registered from without interest coupons (the "Global Units" and together with the Global Notes, the "Global Securities") deposited with the transfer agent for the Units, as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Offering Circulars. Payment for the Securities shall be made by wire transfer the Purchaser in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account at a bank acceptable to the Purchaser drawn to the order of WEC or Xxxxx at the office of Stroock Skadden, Arps, Slate, Xxxxxxx & Stroock & Xxxxx Xxxx LLP, 000 Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 0000000000 at 10:00A.M., at 10:00 a.m., (New York time time), on April July 28, 20041999, or at such other time not later than seven full business days thereafter as the Underwriters Purchaser and the Sponsor agree in writingCompany determine, such time being herein referred to as the "Closing Date.," The against delivery to the Notes to be so delivered will be initially represented by one Trustee or more transfer agent for Units, as applicable, as custodian for DTC of Global Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners or Global Units representing all of the Notes and Units, respectively. The Global Securities will be represented by book entries on made available for checking at the records above office of DTC and participating members thereof. Definitive Notes will be available only under Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, at least 24 hours prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80971% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74225% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69248% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28November 26, 2004, 2014 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The Certificates to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than November 26, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto, consisting of the Class A-1 Notes in the amount of $250,121,000 and the Class A-2 Notes in the amount of $254,879,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to purchased by each Underwriter will be delivered by the Sponsor and UBS Securities LLC; to each Underwriter (bwhich delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28February 19, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.00% of the principal amount thereof, plus accrued interest (if any) to the Closing Date (as defined below). Payment of the purchase price for, and delivery of certificate(s) for, the Firm Notes shall be made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on November 20, 2006 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Firm Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell Company hereby grants an option to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from severally the TrustOption Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of each class of Option Notes set forth opposite as to which the name several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such Underwriter on Schedule II hereto at a purchase price equal option, nor in any event prior to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time and date being herein referred to as the "“Option Closing Date." ”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be so delivered made at the offices of UBS Securities LLC, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Option Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.276% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx XxxxThe Calfee Building, Xxx Xxxx0000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx Xxxxxxxxx, XX 00000, at 10:00 a.m., a.m. New York time time, on April 28May 26, 2004, 2015 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.81% of the principal amount of the Class A-1 Notes, at a purchase price of 99.65% of the principal amount of the Class A-2 Notes, and at a purchase price of 100% of the principal amount of the Class M Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class I hereto. In addition, the Seller agrees to cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes and the principal amount Certificates of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto$914,500.00. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Seller by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx Lavan LLP, 000 Xxxxxx Xxxx180 Maiden Lane, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time 10038, on April 28Septexxxx 29, 20041900, or at such other time not later than xx xx xxxx xxxxx xxxx xxx xxxxx xxxx seven full business days thereafter as the Underwriters Representative and the Sponsor agree in writingSeller determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustIssuers (i) with respect to the 2021 Notes, at a purchase price of 100.250% of the principal amount thereof, plus accrued interest, if any, from April 15, 2016 to the Closing Date, the principal amount of each class of the 2021 Notes set forth opposite such Underwriter’s name in Schedule I hereto and (ii) with respect to the name of such Underwriter on Schedule II hereto 2024 Notes, at a purchase price equal of 98.75% of the principal amount thereof, plus accrued interest, if any, from May 12, 2016 to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and Closing Date, the principal amount of each class of the 2024 Notes set forth opposite the such Underwriter’s name of such Underwriter on in Schedule II I hereto. The Delivery of the Notes shall mature on be made through The Depository Trust Company (“DTC”) unless the dates, Representative shall otherwise instruct. Such delivery of and payment for the Notes shall bear interest be made at the respective rates, described in offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP (“Counsel for the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLPIssuers”), 000 Xxxxxx XxxxXxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 a.m.A.M., New York time City time, on April 28May 12, 20042016, or at such other place, time or date as the Representative and the Issuers may agree upon, such time and date of delivery against payment being referred to herein as the “Closing Date”. The Issuers will make the certificate or certificates representing the Notes available for examination by the Underwriters at the New York, New York offices of Counsel for the Issuers not later than seven full 10:00 A.M., New York City time on the business days thereafter as day prior to the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The . Immediately following the Closing Date, the Issuers agree to pay by wire transfer of immediately available funds discounts or commissions in connection with the sale of the 2021 Notes equal to 1.25% of the aggregate principal amount of the 2021 Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., Representative for the nominee of DTC. The interests of beneficial owners respective accounts of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsseveral Underwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor LNR agrees to cause the Trust to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the TrustLNR, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal of 99.375% of their principal amount plus interest accrued on the Notes from October 29, 2003 to the product of Closing Date. One or more global securities representing the "Price %" as specified on Schedule III hereto for such class of Notes and shall be registered by the principal amount of each class of Notes set forth opposite Trustee in the name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the accounts of such Underwriter on Schedule II hereto. The Notes of its participants as the Initial Purchaser shall mature on the datesrequest, and shall bear interest upon notice to LNR at the respective rates, described in the Prospectus Supplement. For the periods from least 48 hours prior to the Closing Date through (as defined below), with any transfer taxes payable in connection with the ends transfer of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the UnderwritersInitial Purchaser duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchaser to the account of LNR of the aggregate purchase price to or upon the order of the Sponsor therefor by wire transfer in federal (same day) immediately available funds, . Delivery of and payment for the Notes shall be made at the office offices of Stroock Willkie Farr & Stroock & Xxxxx Gallagher LLP, 000 Xxxxxx Xxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxx 00000xx Xxxxxxxx 0, at 10:00 a.m.0000, New York xx xx xxxh other place, time on April 28, 2004, or at such other time date not later than seven full five business days thereafter as the Underwriters Initial Purchaser and the Sponsor LNR may agree in writing, such upon. Such time being and date of delivery against payment are herein referred to as the "Closing Date." (As used herein, "business day" means a day on which The Notes New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsclosed.)

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the entire aggregate principal amount of each class the Notes in the amount of Notes set forth opposite $55,400,000. At the name time of such Underwriter on Schedule II hereto at a purchase price equal issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the product of Issuer pursuant to the "Price %" as specified Sale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, from time to time on Schedule III hereto for such class of Notes or before March 31, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by the Seller to the Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a"DTC")) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, equal to or upon the order 100.227% of the Sponsor by wire transfer in federal (same day) fundsaggregate principal amount of the Notes, including accrued interest thereon. The Notes shall be dated their date of delivery. The Underwriter's fee shall be 25 basis points of each of the Notes. Settlement shall take place at the office offices of Stroock Arter & Stroock & Xxxxx Hadden LLP, 000 Xxxxxx Xxxx1801 K Street, Xxx XxxxN.W., Xxx Xxxx 00000Washington, D.C. 20006, at 10:00 a.m.x.m. (X.X.T.), New York time on April 28ox Xxxxx 00, 20040000, or at such other time not later than seven full business days thereafter xx xx xxxx xxxxx xxxx xxxreafter as the Underwriters Underwriter and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "Closing Date." "). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriter may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [●]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [●]% of the principal amount thereof [and (f) at a purchase price of [●]% of the principal amount thereof], the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [●], New York time on April 2820[__], 2004, or at such other time not later than seven full business days thereafter as (the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co., ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 A-3 Notes, the Class A-4 Notes and the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; Xxxxxxx Xxxxx Xxxxxx Inc., and (b) the Class A-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities UBS PaineWebber Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April February 28, 20042003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the entire aggregate principal amount of each class the Notes in the amount of Notes set forth opposite $54,600,000. At the name time of such Underwriter on Schedule II hereto at a purchase price equal issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the product of Issuer pursuant to the "Price %" as specified Sale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, from time to time on Schedule III hereto for such class of Notes or before March 31, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by the Seller to the Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a"DTC")) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, equal to or upon the order 99.70% of the Sponsor by wire transfer in federal (same day) fundsaggregate principal amount of the Notes. No accrued interest will be payable on the Notes, which shall be dated their date of delivery. The Underwriter's fee shall be 0.30 basis points of each of the Notes. Settlement shall take place at the office offices of Stroock Xxxxx & Stroock & Xxxxx Xxxxxx LLP, 000 Xxxxxx Xxxx0000 X Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxxxxxxx, X.X. 00000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28March 27, 20041998, or at such other time not later than seven full business days thereafter as the Underwriters Underwriter and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "Closing Date." "). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriter may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.75181% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69575% of the principal amount thereof and (iv) the Class A-4 Notes, 99.61991% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28May 25, 2004, 2011 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than May 25, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.800% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.675% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.600% of the principal amount of the Class I-B Notes, at a purchase price of 99.800% of the principal amount of the Class II-A-1 Notes and at a purchase price of 99.675% of the principal amount of the Class II-A-2 Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the dates, and shall bear interest at Depositor agrees to cause the respective rates, described Underwriters to be paid an aggregate structuring fee in connection with the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $800,000. The Sponsor Depositor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx Lavan LLP, 000 Xxxxxx Xxxx180 Maiden Lane, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time 10038, on April 28September 00, 20042001, or at such other time not later than seven xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxn full business days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74089% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69400% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63989% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28February 23, 2004, 2012 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than February 23, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the Underwriters$315,000,000 aggregate principal amount of Senior Notes and $100,000,000 aggregate principal amount of Senior Subordinated Notes, and the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Trust, the principal amount of each class of Company Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product to, respectively, 98.00% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class the Senior Notes, and 87.75% of the principal amount of the Senior Subordinated Notes in such amounts as set forth opposite the name of such Underwriter on in Schedule II I hereto. The Certificates in definitive form as instructed by the Initial Purchasers for the Notes shall mature on that the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at the respective rates, described in the Prospectus Supplement. For the periods from least 48 hours prior to the Closing Date through the ends Date, shall be delivered by or on behalf of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes Company to the UnderwritersInitial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of such Initial Purchaser of the purchase price to or upon the order of the Sponsor therefor by wire transfer in federal same-day funds (same daythe “Wired Funds”) funds, to the account of the Company. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Shearman & Stroock & Xxxxx Sterling LLP, 000 Xxxxxx XxxxXxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time time, on April 28May 13, 20042005, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Initial Purchasers and the Sponsor Company may agree in writingupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the "“Closing Date”. The Company will make such certificates for each of the Notes available for checking and packaging by the Initial Purchasers at the offices in New York, New York of Shearman & Sterling LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.84400% of the principal amount thereof, (iii) the Class A-3 Notes, 99.75292% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62557% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28October 30, 2004, 2013 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than October 30, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80219% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74798% of the principal amount thereof and (iv) the Class A-4 Notes, 99.69074% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28May 21, 2004, 2014 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than May 21, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74962% of the principal amount thereof, (iii) the Class A-3 Notes, 99.68264% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62088% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 2825, 2004, 2012 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than April 25, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$250,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the Trust, Issuers the principal amount of each class of Notes set forth opposite the name of such Underwriter on Initial Purchaser in Schedule II I hereto at a purchase price equal to the product 97.5% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have severally agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as the respective rates, described in Representatives request upon notice to the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the Issuers to the Representatives for the respective accounts of the Initial Auction PeriodsPurchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, Federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx llp (“Counsel for the Initial Purchasers”), 000 Xxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April 28December 20, 20042005, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Representatives and the Sponsor Issuers may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC”. The interests of beneficial owners of Issuers will make such certificate or certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchasers not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereofbusiness day prior to the Closing Date. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.Back to Contents

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.298% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., 9:00 a.m. New York time time, on April 28March 31, 2004, 2022 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$650,000,000 aggregate principal amount of Notes, and the Underwriters agree, each Initial Purchaser severally and not jointly, jointly agrees to purchase from the Trust, Issuers the aggregate principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II hereto at a purchase price equal to 99.25% (representing a gross purchase price of 100.000%, less the product Initial Purchasers’ 1.75% discount) of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Xxxxxxx Xxxxx, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as Xxxxxxx Xxxxx requests upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Issuers to the Initial Auction PeriodsPurchasers for the account of the Initial Purchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx llp (“Counsel for the Initial Purchaser”), 000 Xxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April 28February 11, 20042013, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Xxxxxxx Xxxxx and the Sponsor Issuers may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Issuers will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$400,000,000 aggregate principal amount of Notes, and the Underwriters agree, each Initial Purchaser severally and not jointly, jointly agrees to purchase from the Trust, Issuers the aggregate principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II hereto at a purchase price equal to 98.04% (representing a gross purchase price of 100.000%, less the product Initial Purchasers’ 1.96% discount) of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Citi, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as Citi requests upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Issuers to the Initial Auction PeriodsPurchasers for the account of the Initial Purchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx llp (“Counsel for the Initial Purchaser”), 000 Xxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April 28May 10, 20042013, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Citi and the Sponsor Issuers may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Issuers will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto, consisting of the Class A-1 Notes in the amount of $342,200,000 and the Class A-2 Notes in the amount of $342,720,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a“DTC”)) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28May 26, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 97.100% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective ratesfrom May 26, described in the Prospectus Supplement. For the periods from 2015 to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representative. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx XxxxThe Calfee Building, Xxx Xxxx0000 Xxxx Xxxxx Xxxxxx, Xxx Xxxx Xxxxxxxxx, XX 00000, at 10:00 a.m., a.m. New York time time, on April 28October 19, 2004, 2015 or at such other time not later than seven full business days and date thereafter as the Underwriters Representative and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentative requests in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representative at least one business day prior to the Closing Date at such place as the Representative, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a“DTC”)) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of Seller, as directed by the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Dxxxx Xxxxxxxxxx, LLP, 000 1000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28November 22, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell each Series of Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the entire aggregate principal amount of each class the Adjustable Rate Notes in the amount of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes $30,000,000 and the entire aggregate principal amount of each class the Fixed Rate Notes in the amount of Notes set forth opposite $70,000,000. At the name time of such Underwriter issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the Issuer pursuant to the Sale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pools, from time to time on Schedule II heretoor before June 30, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by the Seller to the Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a"DTC")) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, equal to or upon the order 99.75% of the Sponsor by wire transfer in federal (same day) fundsaggregate principal amount of each Series of Notes. Accrued interest is payable on the Fixed Rate Notes, but no accrued interest will be payable on the Adjustable Rate Notes, each of which shall be dated their date of delivery. The Underwriter's fee shall be 25 basis points of each Series of Notes. Settlement shall take place at the office offices of Stroock Xxxxx & Stroock & Xxxxx Xxxxxx LLP, 000 Xxxxxx Xxxx0000 X Xxxxxx, Xxx XxxxX.X., Xxx Xxxx Xxxxxxxxxx, X.X. 00000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28June 26, 20041998, or at such other time not later than seven full business days thereafter as the Underwriters Underwriter and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "Closing Date." "). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriter may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the TrustCompany, the a principal amount of each class of Notes set forth opposite in the name of such Underwriter amounts shown on Schedule II hereto at a the signature page hereto. One or more Notes and Warrants that the Purchaser has agreed to purchase price equal to the product shall be delivered by or on behalf of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the UnderwritersCompany, against payment by or on behalf of the Purchaser, of the purchase price to or upon the order of the Sponsor therefor by wire transfer of immediately available funds to the account of the Company previously designated by it in federal (same day) funds, writing. Payment for the Notes shall be made at the office offices of Stroock & Stroock & the Company, 0000 X.X. 00xx Xxxxxx, Xxxxxxxxx Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxxx at 10:00 a.m., not later than 5:00 p.m. (New York time time) on April 28or before Wednesday, 2004September 29, 2004 (the “Closing”), or at such other time not later than seven full business days thereafter date as the Underwriters Purchaser and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "Closing Date." The aggregate purchase price for the Notes (the “Purchase Price”) shall be paid by wire transfer of immediately available funds to be so delivered will be initially represented by the attorneys’ escrow escrow account of Xxxxxxx, Savage Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the request of the Company, directly to the attorneys’ escrow account of Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement. At the Closing or not later than five (5) days after completion of the Closing, the Company shall deliver one or more duly executed Notes registered and Warrants to the Purchaser to his or its address designated in writing to the Company. The GMI Stock Purchase Agreement was executed by the parties on September 23, 2004. In the event that for any reason the Effective Date of the Plan referred to in the name of Cede & Co.GMI Stock Purchase Agreement shall not be consummated by October 31, 2004, all escrowed funds shall be immediately returned to the Purchaser. In such event, the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only Company has authorized its counsel to give irrevocable instructions to Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the limited circumstances specified in GMI Securities Purchase Agreement, to deliver to the Basic DocumentsPurchaser the full Purchase Price for the Note and the full purchase prices of all other Notes to the other Purchasers of Notes, respectively.

Purchase, Sale and Delivery of the Notes. On the basis of ---------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeeach Initial Purchaser severally, severally and not jointly, agrees to purchase from the Trustpurchase, the respective principal amount of each class of Notes set forth opposite the its name of such Underwriter on Schedule II I hereto at a purchase price equal to 96.305% of their principal amount (the product "Purchase Price"). On the Closing Date, in exchange for the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, transfer the net proceeds of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends sale of the respective Initial Auction Periods, Notes as follows: (a) deposit with the Class A-5 Escrow Agent in the Escrow Account an amount sufficient to redeem the 8 7/8% Notes shall bear interest at rates not in accordance with the redemption notice issued pursuant to exceed 3.00% per annum, to be agreed to by the Sponsor Section 7(l) below and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and wire transfer (csame day funds) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by remaining net proceeds of the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver sale of the Notes to such account or accounts as the UnderwritersCompany shall specify prior to the Closing Date. Pursuant to the terms of the Escrow Agreement, upon satisfaction of the conditions giving rise to the release of funds to the Company under the Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers requests, upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price to or upon therefor as set forth above. Such delivery of and payment for the order of the Sponsor by wire transfer in federal (same day) funds, Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx, 000 Xxxxxx Xxxx00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time time, on April 28February 6, 20042003, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Initial Purchasers and the Sponsor Company may agree in writingupon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Notes to be so delivered Company will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for checking and packaging by book entries on the records Initial Purchasers at the offices of DTC and participating members thereof. Definitive Notes will be available only under Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Initial Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 96.75% of their principal amount. In addition, the Company hereby grants to the several Underwriters agreethe option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same purchase price per Note to be paid by the Underwriters to the Company for the Initial Notes. The option to purchase Additional Notes may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the Trustthirtieth day following the date of the Prospectus, by written notice to the principal amount Company. Such notice shall set forth the aggregate number of Additional Notes as to which such option is being exercised and the date and time when the Additional Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “Closing Date” (as defined below) nor earlier than the second business day after the date on which such option shall have been exercised nor later than the tenth business day after the date on which such option shall have been exercised. The number of Additional Notes to be sold to each class Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Notes being purchased as the number of Initial Notes set forth opposite the name of such Underwriter on Schedule II I hereto at a purchase price equal bears to the product total number of Initial Notes (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. One or more certificates in definitive form or global form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price to or upon the order of the Sponsor therefor by wire transfer in federal (same day) day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Initial Notes or the Additional Notes, as the case may be, shall be made at the office offices of Stroock Xxxxxx, Xxxx & Stroock & Xxxxx Xxxxxxxx LLP, 000 Xxxxxx XxxxXxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time time, on April 28August 8, 20042014, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Underwriters, on the one hand, and the Sponsor Company, on the other hand, may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. Payment of the purchase price for the Additional Notes shall be so delivered will be initially represented by one or more Notes registered made at the additional time of purchase in the name same manner and at the same office and time of Cede & Co., day as the nominee of DTCpayment for the Initial Notes. The interests of beneficial owners Electronic transfer of the Additional Notes will shall be represented by book entries on made to the records Underwriters additional time of DTC purchase in such names and participating members thereof. Definitive Notes will be available only under in such denominations as the limited circumstances specified in the Basic DocumentsUnderwriters shall specify.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28February 16, 20042005, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80846% of the principal amount thereof, (iii) the Class A-3 Notes, 99.74071% of the principal amount thereof and (iv) the Class A-4 Notes, 99.67758% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28August 20, 2004, 2014 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The Certificates to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than August 20, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.80244% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73909% of the principal amount thereof and (iv) the Class A-4 Notes, 99.68302% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Xxxxxxx XxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28February 27, 2004, 2014 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than February 27, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the entire aggregate principal amount of each class the Notes, consisting of the Class A-1 Notes set forth opposite in the name amount of such Underwriter on Schedule II hereto at a purchase price equal $178,667,000, the Class A-2 Notes in the amount of $250,056,000 and the Class A-3 Notes in the amount of $113, 175,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement and the principal amount of each class of Notes set forth opposite Sponsor will deposit $44,666,994.45, $62.514.064.00 and $28,293,969.51 into the name of such Underwriter on Schedule II heretoPre-Funding Accounts and $[250,000.00] into the Capitalized Interest Account. The Master Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to purchased by the Underwriter will be delivered by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment of the purchase price therefor, set forth on Schedule 1 hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Dewey Ballantine, LLP, 000 1301 Xxxxxx Xxxxxx xxx Xmericas, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.xx 00:00 x.x. (X.X.X.), New York time on April 28xn November 25, 20042002, or at such other time not later than seven full business days thereafter as the Underwriters Underwriter and the Sponsor agree in writing, determine (such time being herein referred to as the "Closing Date." "). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriter may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Banc of America Securities LLC; (b) b)the Class A-4 Notes, the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets J.P. Morgan Securities Inc.; and (c) the Class B A-7 Notes shall bear interest at xxxxxxxx xx rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Citigroup Global Markets Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx Lavan LLP, 000 Xxxxxx Xxxx180 Maiden Lane, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time on April 2810038, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.at

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Company and the Co-Issuer agree to cause the Trust to issue and sell to the Underwriters$150,000,000 aggregate principal amount of Notes, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Trust, Company and the Co-Issuer the aggregate principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product 97% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchaser has agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as the respective rates, described in Initial Purchaser requests upon notice to the Prospectus Supplement. For Company and the periods from Co- Issuer not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Company and the Co-Issuer to the Initial Auction PeriodsPurchaser for its account, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchaser duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchaser of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, Federal or other funds immediately available to the account specified by the Company. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Cahill Gordon & Stroock & Xxxxx LLPReindel LLP ("Counsel for the Initial Purchaser"), 000 Xxxxxx 80 Xxxx Xxxxxx, Nex Xxxx, Xxx Xxxx, Xxx Xxxx 00000, New York at 10:00 a.m., New York City time, xx Xxxxxx 00, 0000, xx xx xxxx xxher place, time on April 28, 2004, or at such other time not later than seven full business days thereafter date as the Underwriters Initial Purchaser and the Sponsor Company and the Co-Issuer may agree in writingupon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC". The interests of beneficial owners of Company and the Co-Issuer will make such certificate or certificates for the Notes will be represented available for examination by book entries the Initial Purchaser at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 a.m., New York City time on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.83397% of the principal amount thereof, (iii) the Class A-3 Notes, 99.76475% of the principal amount thereof and (iv) the Class A-4 Notes, 99.63228% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28January 23, 2004, 2013 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than January 23, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.267% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28November 19, 2004, 2021 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor LNR agrees to cause the Trust to issue and sell to the Underwriterseach Initial Purchaser, and each of the Underwriters agree, Initial Purchasers agrees severally and but not jointly, jointly to purchase from the TrustLNR, the aggregate principal amount of each class of Notes set forth opposite the such Initial Purchaser's name of such Underwriter on Schedule II hereto I hereto, at a purchase price equal to of 98.875% of their principal amount. One or more global securities representing the product of Notes shall be registered by the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite Trustee in the name of the nominee of The Depository Trust Company ("DTC"), Cede & Co., credited to the accounts of such Underwriter on Schedule II hereto. The Notes of its participants as the Initial Purchasers shall mature on the datesrequest, and shall bear interest upon notice to LNR at the respective rates, described in the Prospectus Supplement. For the periods from least 48 hours prior to the Closing Date through (as defined below), with any transfer taxes payable in connection with the ends transfer of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the UnderwritersInitial Purchasers duly paid, and deposited with the Trustee as custodian for DTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price to or upon the order of the Sponsor therefor by wire transfer in federal (same day) immediately available funds, . Delivery of and payment for the Notes shall be made at the office offices of Stroock Willkie Farr & Stroock & Xxxxx Gallagher LLP, 000 Xxxxxx Xxxx787 Seventh Avenue, New York, NY 10010, xx 00:00 A.M., Xxx XxxxXxrk Citx xxxx, Xxx Xxxx 00000xx Xxxxxxx 00, at 10:00 a.m.0000, New York xx xx xxxh other place, time on April 28, 2004, or at such other time date not later than seven full five business days thereafter as the Underwriters Initial Purchasers and the Sponsor LNR may agree in writing, such upon. Such time being and date of delivery against payment are herein referred to as the "Closing Date." (As used herein, "business day" means a day on which The Notes New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsclosed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [●]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto [and (f) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto]. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [●], New York time on April 28202[_], 2004, or at such other time not later than seven full business days thereafter as (the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co., ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 98.869% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock & Stroock & Xxxxx Sidley Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28March 25, 2004, 2021 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes global certificates will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.085% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28September 10, 2004, 2010 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, (a) the Sponsor Company agrees to cause the Trust to issue and sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, acting severally and not jointly, agree to purchase the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 97.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at the same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Trust, Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each class of Notes case as set forth opposite the name of such Underwriter Initial Purchaser set forth on Schedule II hereto at a purchase price equal 1 hereto. The Company hereby grants to the product of Initial Purchasers the "Price %" as specified on Schedule III hereto for such class of Notes and the right to purchase at their election up to $100,000,000 in aggregate principal amount of each class series of Notes the Optional Notes, at the purchase price set forth opposite in clause (a) of the name first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such Underwriter on Schedule II heretonotice (the “Option Closing Date”). The Notes shall mature to be purchased by the Initial Purchasers hereunder will be represented by one or more definitive global Notes in book-entry form which will be deposited by or on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends behalf of the respective Initial Auction Periods, Company with The Depository Trust Company (a“DTC”) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. or its designated custodian. The Sponsor Company will deliver the Notes to the UnderwritersRepresentatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchasers of the purchase price to or upon the order of the Sponsor therefor by wire transfer in federal (same dayday funds) fundsto such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the such date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx & Stroock & Xxxxx Xxxxxxx LLP, 000 Xxxxxx XxxxXxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 00000 at 10:00 a.m.A.M., New York time time, on April 28December 20, 20042013, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Initial Purchasers, on the one hand, and the Sponsor Company, on the other hand, may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will cause the certificates representing the Notes to be so delivered will be initially represented made available for checking and packaging by one the Initial Purchasers at the offices of Deutsche Bank Securities Inc. in New York, New York, or more Notes registered in at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the name of Cede & Co.Closing Date or the Option Closing Date, as the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentscase may be.

Purchase, Sale and Delivery of the Notes. On The Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto, consisting of the Class A-1 Notes in the amount of $117,400,000, the Class A-2 Notes in the amount of $199,890,000 and the Class A-3 Notes in the amount of $99,510,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Master Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to purchased by each Underwriter will be delivered by the Sponsor and UBS Securities LLC; to each Underwriter (bwhich delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28September 25, 20042003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Sponsor agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 98.647% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 287, 2004, 2010 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, the respective principal amount of each class of the Notes set forth opposite the name of such Underwriter on in Schedule II hereto at a purchase price equal A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the product of Trust pursuant to the "Price %" as specified on Schedule III hereto for such class of Notes Sale and Servicing Agreement. The Servicer will be obligated, under the principal amount of each class of Notes set forth opposite Sale and Servicing Agreement, to service the name of such Underwriter on Schedule II heretoMortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date be made through the ends facilities of the respective Initial Auction Periods, The Depository Trust Company (a“DTC”)) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to or upon the order of Seller, as directed by the Sponsor by wire transfer in federal (same day) funds, Sponsor. Settlement shall take place at the office offices of Stroock & Stroock & Xxxxx Xxxxxxxxxx, LLP, 000 0000 Xxxxxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000-0000, at 10:00 a.m.a.m. (E.S.T.), New York time on April 28February 24, 20042005, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, Seller determine (such time being herein referred to as the "“Closing Date." ”). The Notes to be so delivered will be initially represented by one or more Notes prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., the as nominee of DTC. The interests of beneficial owners of Seller agrees to have the Notes will be represented available for inspection and review by book entries the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.82268% of the principal amount thereof, (iii) the Class A-3 Notes, 99.73032% of the principal amount thereof and (iv) the Class A-4 Notes, 99.64972% of the principal amount thereof, the respective principal amounts of each class Class of the Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II A hereto. The Notes shall mature on AHFC will cause the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not Trust to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to price, the Notes of each Class in the form of one or upon more permanent global securities in definitive form (the order “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the Sponsor limited circumstances described in the Prospectus. Payment for the Notes shall be made by wire transfer the Underwriters in federal Federal (same day) funds, funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the office offices of Stroock & Stroock & Xxxxx Bxxxxxx MxXxxxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time not later than 10:00 A.M., New York City time, on April 28October 18, 2004, 2012 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Sponsor agree in writingCompany determine, such time being herein referred to as the "“Closing Date." ,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be initially represented by one or more Notes in definitive form, in authorized denominations and registered in the name of Cede & Co.the Company and will be made available for checking at the above office of Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the nominee of DTC. The interests of beneficial owners of parties hereto have agreed that the Notes Closing Date will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documentsnot later than October 18, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.82608% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.83500% of the principal amount thereof, the respective principal amount of the Class B A-2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of 99.76621% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (e) at a purchase price of 99.72634% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co., ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Sponsor Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of each class of Notes set forth opposite the name of such Underwriter on in Schedule II I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 98.699% of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesthereof, and shall bear plus accrued interest at the respective rates, described in the Prospectus Supplement. For the periods from (if any) to the Closing Date through (as defined below). Payment for the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Sponsor and UBS Securities LLC; (b) Company for the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to sold by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver Company against delivery of the Notes to the Underwriters, against Representatives. Such payment of the purchase price and delivery are to or upon the order of the Sponsor by wire transfer in federal (same day) funds, be made at the office offices of Stroock Xxxxxx, Halter & Stroock & Xxxxx Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., a.m. New York time time, on April 28November 16, 2004, 2010 or at such other time not later than seven full business days and date thereafter as the Underwriters Representatives and the Sponsor Company shall agree in writingupon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Notes to be so delivered will be initially represented evidenced by one or more Notes a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or registered in such other names and in such denominations as the nominee of DTCRepresentatives request in writing not later than the second full business day prior to the Closing Date. The interests of beneficial owners of the Notes single global certificate will be represented made available for inspection by book entries on the records of Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsCompany shall agree.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$250,000,000 aggregate principal amount of Notes, and the Underwriters agree, severally and not jointly, Initial Purchasers agree to purchase from the Trust, Issuers the aggregate principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to 100%, less the product Initial Purchasers’ 2.25% discount, of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate principal amount of each class of thereof plus accrued and unpaid interest from June 15, 2008 (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Wachovia, for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as Wachovia requests upon notice to the respective rates, described in the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the respective Issuers to the Initial Auction PeriodsPurchasers for the account of the Initial Purchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx LLP (“Counsel for the Initial Purchaser”), 000 Xxxxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April 28June 27, 20042008, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Wachovia and the Sponsor Issuers may agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Issuers will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Sponsor agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$220,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase from the Trust, Issuers the principal amount of each class of Notes set forth opposite the name of such Underwriter on Initial Purchaser in Schedule II I hereto at a purchase price equal to the product 96.323% of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes set forth opposite that the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesInitial Purchasers have severally agreed to purchase hereunder, and shall bear interest at in such denomination or denominations and registered in such name or names as the respective rates, described in Representative requests upon notice to the Prospectus Supplement. For the periods from Issuers not later than one full business day prior to the Closing Date through the ends (as defined below), shall be delivered by or on behalf of the Issuers to the Representative for the respective accounts of the Initial Auction PeriodsPurchasers, (a) with any transfer taxes payable in connection with the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver transfer of the Notes to the UnderwritersInitial Purchasers duly paid, against payment by or on behalf of the purchase price to or upon the order Initial Purchasers of the Sponsor Purchase Price therefor by wire transfer in federal (same day) funds, Federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the office offices of Stroock Xxxxxx Xxxxxx & Stroock & Xxxxx LLPXxxxxxx LLP (“Counsel for the Initial Purchasers”), 000 Xxxxxx Xxxx00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.A.M., New York time City time, on April 28December 17, 20042009, or at such other place, time not later than seven full business days thereafter or date as the Underwriters Representative and the Sponsor Issuers may mutually agree in writingupon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Notes to be so delivered Issuers will be initially represented by one make such certificate or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of certificates for the Notes will be represented available for examination by book entries the Initial Purchasers at the offices of Counsel for the Initial Purchasers not later than 5:00 P.M., New York City time on the records of DTC and participating members thereof. Definitive Notes will be available only under business day prior to the limited circumstances specified in the Basic DocumentsClosing Date.