Common use of Purchase and Sale of Offered Notes Clause in Contracts

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf of the several Initial Purchasers has agreed to use their reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay or cause to be paid all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and its counsel; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-upon procedures letters” required by the Initial Purchasers, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf (a) In consideration of the several Initial Purchasers has agreed issuance of common stock in AmeriCredit Corp. to use their reasonable best efforts be made to place Fairholme Funds, Inc. (the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes “Purchaser”) pursuant to the Class A-2 Purchase Exchange Agreement (the “Exchange Agreement”), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale Purchaser shall purchase $50,645,000 principal amount of the Class B Notes that are issued by the Trust (or, if less, 100% of the principal amount of the Class B Notes that are so issued) and Servicing Agreement). It is further understood and agreed $72,581,000 of the Class C Notes that are issued by the Representative may convey Trust (or, if less, 100% of the principal amount of the Class C Notes that are so issued) so long as such Offered Notes meet the following criteria on the Closing Date: (i) all or such Offered Notes shall be issued in book-entry form through the facilities of the Depository Trust Company; (ii) all such Offered Notes shall bear a portion of CUSIP number indicating issuance by the Trust; (iii) the Offered Notes and the transaction pursuant to which the other Initial PurchasersOffered Notes are issued will have the characteristics substantially as set forth in the Preliminary Private Placement Memorandum, each of which dated November 20, 2008 (including the RepresentativePreliminary Prospectus Supplement that is dated the same date, that is referenced therein and that was delivered to the Purchaser therewith) may retain that was delivered to the Offered NotesPurchaser on November 20, purchase 2008 (the “PPM”); provided, that if prior to November 24, 2008 (the “Pricing Date”) one or more classes of notes issued by AmeriCredit Automobile Receivables Trust 2008-1 have been downgraded or placed on a negative watch list or the equivalent by either Standard & Poor’s, a division of The McGraw Hill Companies, Inc. (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), then the Offered Notes for their own account, or sell and the transaction pursuant to which the Offered Notes are issued will instead have the characteristics set forth in a Preliminary Private Placement Memorandum that will be delivered to their affiliates the Purchaser at least two (2) Business Days prior to the Closing Date that reflects any revisions to the Offered Notes or the Transaction that are required by either S&P or Moody’s to any other investor in accordance with ensure that the applicable provisions hereof Class B Notes are rated at least “AA” by S&P and of “Aa2” by Moody’s on the Indenture.Closing Date and the Class C Notes are rated at least “A” by S&P and “A3” by Moody’s on the Closing Date; and (aiv) In addition, whether or not the transaction contemplated hereby shall be consummated, interest rate on the Company agrees to pay or cause Offered Notes and the initial price to be paid all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of Purchaser for the Offered Notes (the “DocumentsPurchase Price”)) shall have been set on the Pricing Date (and reflected in the Placement Agent Agreement) at levels that, including, without limitation or duplication, (i) the fees and disbursements of counsel giving effect to the Company; final interest rates established for the other Notes, are reasonably agreed upon by the Purchaser and the Companies to provide the Purchaser with an annual yield of 18% (iior, if consented to by the Companies in their sole discretion, a greater annual yield) on each Offered Note. (b) The parties to this Agreement acknowledge and agree that the fees Seller may elect to structure a transaction for the purpose of issuing Offered Notes to be sold to the Purchaser hereunder and expenses of any trustees or custodian due that such intent shall not affect the Purchaser’s obligation to purchase the related Offered Notes (but such trustees’ or custodian’s initial expenses incurred in connection with the issuance obligation will be subject to all of the Offered Notes terms and its counsel; (iii) the fees and expenses conditions of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-upon procedures letters” required by the Initial Purchasers, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notesthis Agreement).

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes (other than the Class A-2 Notes), and the Representative on behalf of the several Initial Purchasers has agreed to use their commercially reasonable best efforts to place their respective allotment of the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the allotments of the aggregate principal amount of Offered Notes of each of ABN AMRO Incorporated, BMO Capital Markets Corp. and X.X. Xxxxxx Securities Inc. is zero. It is further understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class E Note, the Class F Note or the Certificate (which Class E Note, Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay or cause to be paid by the Issuer all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and its counsel; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the Initial Purchasers, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers Purchaser the Offered Notes, and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Class A Notes will be purchased at a price of 100% and the Class B Notes will be purchased at a price of 91.85405%. It is understood and agreed that the Initial Purchasers are Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement)C Note, the Class F Subordinated Note or the Certificate (which Class F C Note, Subordinated Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) Purchaser may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Trust) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final each Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial PurchasersPurchaser; (viii) the reasonable fees and disbursements of counsel to the Initial PurchasersPurchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial PurchasersPurchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust Issuer agrees to sell to the Initial Purchasers Purchaser the Offered NotesNotes (other than any Class B-1 Note that is a Certificated Secured Note sold directly by the Issuer on the Closing Date), and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Offered Notes will be purchased at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Offered Notes is $2,864,375. Such fees payable by the Issuer may be netted by the Initial Purchaser against its purchase price payment for the Offered Notes. It is understood and agreed that the Initial Purchasers are Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Subordinated Notes (which Subordinated Notes will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Master Loan Sale and Servicing Agreement). It is further understood and agreed that the Representative Initial Purchaser may convey retain all or a any portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Issuer) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, : (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses the Trustee and the Collateral Administrator incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes Issuer or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-—upon procedures letters” required by the Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum each Offering Circular and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial PurchasersPurchaser; (viii) the reasonable fees and disbursements of counsel to the Initial PurchasersPurchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel and, if requested by the Initial PurchasersPurchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained by the Company, the Depositor or the Issuer to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust Issuer agrees to sell to the Initial Purchasers Purchaser the Offered Notes, and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Offered Notes will be purchased at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Offered Notes is $2,025,000 (2.0% of the initial principal balance of the Offered Notes). Such fees payable by the Issuer may be netted by the Initial Purchaser against its purchase price payment for the Offered Notes. It is understood and agreed that the Initial Purchasers are Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Subordinated Notes (which Subordinated Notes will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Master Loan Sale and Servicing Agreement). It is further understood and agreed that the Representative Initial Purchaser may convey retain all or a any portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Issuer) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, . (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses the Trustee and the Collateral Administrator incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes Issuer or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-—upon procedures letters” required by the Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final each Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial PurchasersPurchaser; (viii) the reasonable fees and disbursements of counsel to the Initial PurchasersPurchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel and, if requested by the Initial PurchasersPurchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained by the Company or the Issuer to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, (i) the Trust Class A-1 Issuer agrees to sell to Wachovia Capital Markets all of the Initial Purchasers the Offered Class A-1 Notes, and the Representative on behalf Wachovia Capital Markets agrees to purchase all of the several Initial Purchasers has agreed Class A-1 Notes at a purchase price equal to use their reasonable best efforts to place 100% of the aggregate principal amount of Offered such Class A-1 Notes; and (ii) the Class A-2 Issuer agrees to sell to Xxxxxx Brothers Inc. all of the Class A-2 Notes, and Xxxxxx Brothers Inc. agrees to purchase all of the Class A-2 Notes set forth on Schedule I hereto with investors in accordance with at a purchase price equal to 100% of the terms hereofprincipal amount of such Class A-2 Notes. It is understood and agreed that the each Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative Purchaser may convey all or a portion of the retain Offered Notes which it purchases, purchase such Offered Notes for its own account or sell such Offered Notes to its affiliates or to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the IndenturePurchaser. (a) In addition, whether or not the transaction transactions contemplated hereby shall be consummated, the Company each Issuer agrees to pay or cause to be paid all other the costs and expenses incident to the performance by the Company such Issuer of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the applicable Class of Offered Notes (the “Documents”), including, without limitation or duplication, (i) the reasonable fees and disbursements of counsel to the Companysuch Issuer; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the applicable Class of the Offered Notes and its counsel; (iii) the customary fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the applicable Class of Offered Notes or in connection with the transaction; (iv) the reasonable fees and expenses of the accountants for the Companysuch Issuer, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the an Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the such Class of Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the such Class of Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the such Class of Offered Notes; and (xi) the reasonable fees and expenses of Dechert LLP, Xxxxxxxx Leyton & Finger LLP, or any other special counsel or other experts required to be retained by the Issuers to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the such Class of Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust Issuer agrees to sell to the Initial Purchasers Purchaser the Offered Notes, and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Offered Notes will be purchased at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Notes is $1,700,000. Such fees payable by the Issuer may be netted by the Initial Purchaser against its purchase price payment for the Offered Notes. It is understood and agreed that the Initial Purchasers are Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Subordinated Notes (which Subordinated Notes will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor Transferor on the Closing Date pursuant to the Master Loan Sale and Servicing Agreement). It is further understood and agreed that the Representative Initial Purchaser may convey retain all or a any portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Issuer) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, . (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses the Trustee and the Collateral Administrator incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes Issuer or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-—upon procedures letters” required by the Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum each Offering Circular and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial PurchasersPurchaser; (viii) the reasonable fees and disbursements of counsel to the Initial PurchasersPurchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel and, if requested by the Initial PurchasersPurchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained by the Company or the Issuer to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf of the several Initial Purchasers has agreed to use their reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement)Notes, the Class F Note or the Certificate (Certificate, all of which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay or cause caused to be paid all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and its counsel; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the Initial Purchasers, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda Preliminary Memorandum and the Final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell to the Initial Purchasers the Offered Notes, and the Representative on behalf of the several Initial Purchasers has agreed to use their reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. It is understood and agreed that the Initial Purchasers are not acquiring, and have no obligation to acquire, the Class A-2 Notes (which will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) may retain the Offered Notes, purchase the Offered Notes for their own account, or sell the Offered Notes to their affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay or cause to be paid all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and its counsel; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the Initial Purchasers, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchasers; (viii) the reasonable fees and disbursements of counsel to the Initial Purchasers; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial Purchasers, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.

Purchase and Sale of Offered Notes. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust Issuer agrees to sell to the Initial Purchasers Purchaser the Offered Notes, and the Representative on behalf of the several Initial Purchasers Purchaser has agreed to use their its commercially reasonable best efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance with the terms hereof. If purchased, the Class A Notes will be purchased at a price of 100% and the Class B Notes will be purchased at a price of 100%. It is understood and agreed that the structuring and placement fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Class A Notes is $1,740,000 (1.00% of the initial principal balance of the Class A Notes) and the structuring fee payable by the Issuer to the Initial Purchaser on the Closing Date with respect to the Class B Notes is $50,000 (0.50% of the initial principal balance of the Class B Notes). Such fees payable by the Issuer may be netted by the Initial Purchaser against its purchase price payment for the Offered Notes. It is understood and agreed that the Initial Purchasers are Purchaser will sell all of the Class B Notes to the Depositor on the Closing Date. It is understood and agreed that the Initial Purchaser is not acquiring, and have has no obligation to acquire, the Class A-2 Subordinated Notes (which Subordinated Notes will be acquired by the respective Holder of the Class A-2 Notes pursuant to the Class A-2 Purchase Agreement), the Class F Note or the Certificate (which Class F Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Master Loan Sale and Servicing Agreement). It is further understood and agreed that the Representative may convey all or a portion of the Offered Notes to the other Initial Purchasers, each of which (including the Representative) Purchaser may retain the Offered Notes, purchase the Offered Notes for their its own account, or sell the Offered Notes to their its affiliates or to any other investor in accordance with the applicable provisions hereof and of the Indenture. (a) In addition, whether or not the transaction contemplated hereby shall be consummated, the Company agrees to pay (or cause to be paid by the Issuer) all other costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance, sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian due to such trustees’ or custodian’s initial expenses the Trustee and the Collateral Administrator incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts on behalf of the holders of the Offered Notes Issuer or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed-–upon procedures letters” required by the Initial PurchasersPurchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distribution of one or more preliminary offering memoranda and the Final each Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency for rating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial PurchasersPurchaser; (viii) the reasonable fees and disbursements of counsel to the Initial PurchasersPurchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requested by the Initial PurchasersPurchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financing statements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; (xi) all expenses associated with listing the Offered Notes on the Irish Stock Exchange; and (xixii) the reasonable fees and expenses of any special counsel or other experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes.