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

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller Depositor 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Depositor to the Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Depositor, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx1301 Avenue of the Americas, Xxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on May 26March 28, 2004, 2006 or at such other time thereafter as the Underwriters and the Seller Depositor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Depositor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. 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 On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby each the 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 amount amounts of each Class of the Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto, consisting . AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class A-1 Notes in the amount form of $342,200,000 and one or more permanent global securities in definitive form (the Class A-2 Notes in “Global Notes”) deposited with 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of Indenture Trustee as custodian for The Depository Trust Company (“DTC”)) against payment 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 purchase price therefor, set forth on Schedule A hereto, limited circumstances described in the Prospectus. Payment for the Notes shall be made by a the Underwriters in Federal (same day federal day) funds by official check or checks or wire payable transfer to an account previously designated to the order of Representatives by the Sponsor. Settlement shall take place Company at a bank acceptable to the Representatives at the offices of Xxxxx Xxxxxxxxxx, Bxxxxxx MxXxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxNew York not later than 10:00 A.M., XX 00000-0000, at 10:00 a.m. (E.S.T.)New York City time, on May 26January 23, 2004, 2013 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Seller determine (Company 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 prepared 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 delivered will be in definitive form and form, in such authorized denominations as the Underwriters may request, and registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes Company and will be made available for inspection and review by checking at the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day 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 parties hereto have agreed that the Closing Date will be not later than January 23, 2013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions hereofherein set forth, the Company agrees to sell the Notes to the each of Underwriters and the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agree to purchase from the respective Company, the aggregate principal amount of the Notes set forth opposite the name of such Underwriter in on Schedule A I hereto, consisting at the purchase price set forth opposite the name of such Underwriter on Schedule I hereto. (b) Payment of the Class A-1 Notes in the amount purchase price for, and delivery of $342,200,000 and the Class A-2 Notes in the amount of $342,720,000. At the time of issuance of the Notescertificates for, the Mortgage Loans will be sold by the Seller to the Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through at the facilities office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representative and the Company, at 9:30 a.m., New York City time, on August 10, 2012 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depository Depositary Trust Company (“DTC”)) against payment , for the account of the purchase price thereforUnderwriters, set forth on Schedule A heretoof one or more global notes representing the Notes (collectively, by a same day federal funds wire the “Global Note”), with any transfer taxes payable to in connection with the order sale of the Sponsor. Settlement shall take place at Notes duly paid by the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”)Company. The Notes Global note will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes made available for inspection and review by the Underwriters in New York City Representative not later than 1:00 p.m. (E.S.T.) p.m., New York City time, on the business day prior to the Closing Date. (d) Each of the Company and each Guarantor acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the Offering (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigations and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. (e) The Company hereby confirms its engagement of Lebenthal & Co., LLC as, and Lebenthal & Co., LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Section (f)(12) of FINRA Rule 5121 (“Rule 5121”) with respect to the offering and sale of the Notes. Lebenthal & Co., LLC, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

Purchase, Sale and Delivery of the Notes. 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 On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby each the 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 amount amounts of each Class of the Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto, consisting . AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class A-1 Notes in the amount form of $342,200,000 and one or more permanent global securities in definitive form (the Class A-2 Notes in “Global Notes”) deposited with 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of Indenture Trustee as custodian for The Depository Trust Company (“DTC”)) against payment 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 purchase price therefor, set forth on Schedule A hereto, limited circumstances described in the Prospectus. Payment for the Notes shall be made by a the Underwriters in Federal (same day federal day) funds by official check or checks or wire payable transfer to an account previously designated to the order of Representatives by the Sponsor. Settlement shall take place Company at a bank acceptable to the Representatives at the offices of Xxxxx Xxxxxxxxxx, Xxxxxxx XxXxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxNew York not later than 10:00 A.M., XX 00000-0000, at 10:00 a.m. (E.S.T.)New York City time, on May 26April 25, 2004, 2012 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Seller determine (Company 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 prepared 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 delivered will be in definitive form and form, in such authorized denominations as the Underwriters may request, and registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes Company and will be made available for inspection and review by checking at the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day 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 parties hereto have agreed that the Closing Date will be not later than April 25, 2012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. The Seller hereby agreesOn the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions hereofherein set forth, the Issuers agree (i) to issue and sell the Notes to the each of 2027 Initial Purchasers, and the Underwriters2027 Initial Purchasers, acting severally and not jointly, who, upon agree to purchase the basis 2027 Notes in the respective amounts set forth on Schedule 1A hereto from the Issuers at 99.25% of the representations their principal amount and warranties herein contained, but subject (ii) to issue and sell to the conditions hereinafter stated2029 Initial Purchasers, hereby each agreeand the 2029 Initial Purchasers, acting severally and not jointly, agree to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 2029 Notes in the amount respective amounts set forth on Schedule 1B hereto from the Issuers at 99.25% of $342,200,000 their principal amount. One or more certificates in global form for each of the 2027 Notes and the Class A-2 2029 Notes that the applicable Initial Purchasers have agreed to purchase hereunder, each in such principal amount as the amount of $342,720,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller Initial Purchasers request upon notice to the Trust pursuant Issuers at least 36 hours prior to the Sale and Servicing Agreement. The Master Servicer will be obligatedClosing Date, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will shall be delivered by or on behalf of the Seller Issuers to each Underwriter (which delivery shall be made through the facilities of Trustee, as custodian for The Depository Trust Company (“DTC”)) , and each series of the Notes in book-entry form shall be delivered to the applicable Initial Purchasers through the facilities of DTC, against payment by or on behalf of such Initial Purchasers of the purchase price therefor, set forth on Schedule A hereto, therefor by a wire transfer (same day federal funds wire payable funds), to such account or accounts as the Partnership shall specify prior to the order Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the Sponsor. Settlement certificates and payment for the Notes shall take place be made at the offices of Xxxxx Xxxxxxxxxx, LLPXxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx xx xxx XxxxxxxxXxxxxx, Xxx XxxxSuite 2500, XX 00000-0000Houston, Texas at 10:00 a.m. (E.S.T.)9:00 A.M. Houston time, on May 26January 17, 20042019, or at such other place, time thereafter or date as the Underwriters Initial Purchasers, on the one hand, and the Seller determine (Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions hereofherein set forth, the Company agrees to sell the Notes to the each of Underwriters and the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agree to purchase from the respective Company, at a purchase price of $970 per $1,000 principal amount of Notes, the aggregate number of Firm Notes set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. (b) Payment of the purchase price for, and delivery of, the Firm Notes shall be made at the office of Xxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx, 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, at 10:00 A.M. on March 6, 2001 (unless postponed in accordance with the provisions of Section 9 hereof) after the determination of the pricing terms of the Notes, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire ------------ transfer in same day funds, against delivery to the Underwriters of the Notes to be purchased by them. The Notes will be evidenced by one or more Global Notes in definitive form and will be registered in the name of Cede & Co., Inc. as nominee of the Depository Trust Company ("DTC"). The Company will permit the Underwriters to examine and package such Global Notes for delivery at least one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to an aggregate principal amount of $18,750,000 Additional Notes at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Notes as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Notes are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the ----------------------- Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The Additional Notes will be evidenced by one or more Global Notes in definitive form and will be registered in the name of Cede & Co., Inc. as nominee of the Depository Trust Company ("DTC"). The Company will permit the Underwriters to examine and package such Global Notes for delivery at least one full business day prior to the Additional Closing Date. (d) The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the amount which bears the same ratio to the aggregate principal amount of Additional Notes being purchased as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of I hereto (or such amount increased as set forth in Section 9 hereof) bears to the Class A-1 Notes in the aggregate principal amount of $342,200,000 and Firm Notes being purchased from the Class A-2 Company. (e) Payment for the Additional 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each 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 A hereto, by a wire transfer in same day federal funds wire each payable to the order of the Sponsor. Settlement shall take place Company at the offices office of Xxxxxx & Xxxxxxx, 000 Xxxxx XxxxxxxxxxXxxxxx, LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxxxx 0000, Xxx Xxxx, XX Xxx Xxxx, 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter location as may be mutually acceptable, against delivery of the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Additional Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing DateUnderwriters.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May August 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 $342,720,00054,600,000. At the time of issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the Trust Issuer pursuant to the Sale and Servicing Agreement. The Master Servicer Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, from time to time on or before March 31, 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 each the Underwriter will be delivered by the Seller to each the 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 A hereto, by a same day federal funds wire payable equal to the order 99.70% of the Sponsoraggregate 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 offices of Xxxxx Xxxxxxxxxx, & Xxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxX Xxxxxx, Xxx XxxxX.X., XX Xxxxxxxxxx, X.X. 00000-0000, at 10:00 a.m. (E.S.T.), on May 26March 27, 20041998, or at such other time thereafter as the Underwriters Underwriter and the Seller determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A heretoNotes, consisting of the Class A-1 Notes in the amount of $342,200,000 68,704,000 and the Class A-2 Notes in the amount of $342,720,000138,694,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller Sponsor to the Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each the Underwriter will be delivered by the Seller Sponsor to each the 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 A 1 hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26July 25, 20042002, or at such other time thereafter as the Underwriters Underwriter and the Seller Sponsor determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A heretoNotes, consisting of the Class A-1 Notes in the amount of $342,200,000 53,047,000 and the Class A-2 Notes in the amount of $342,720,000120,429,000. At the time of issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller Sponsor to the Trust pursuant to the Sale and Servicing Agreement. It is intended that the Subsequent Mortgage Loans will be purchased by the Trust for inclusion in both Mortgage Loan Groups, from time to time on or before March 31, 2000. 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 to be purchased by each the Underwriter will be delivered by the Seller Sponsor to each the 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 A 1 hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, & Wood LLP, 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26February 29, 20042000, or at such other time thereafter as the Underwriters Underwriter and the Seller Sponsor determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx1301 Avenue of the Americas, Xxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on May 26November 23, 20042005, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Dxxxx Xxxxxxxxxx, LLP, 0000 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26November 22, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $342,200,000 250,121,000 and the Class A-2 Notes in the amount of $342,720,000254,879,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller to the Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller Sponsor to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26February 19, 2004, or at such other time thereafter as the Underwriters and the Seller Sponsor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions hereofherein set forth, the Escrow Issuer agrees to issue and sell $175,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Escrow Issuer the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 101.25% (representing a gross purchase price of 103.000% less the Initial Purchasers’ 1.75% discount) of the aggregate principal amount 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 that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Xxxxx Fargo requests upon notice to the Escrow Issuer not later than one full business day prior to the Closing Date (as defined below), shall be delivered by or on behalf of the Escrow Issuer to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the each Initial Purchasers duly paid, against payment by or on behalf of the Underwriters, severally and not jointly, who, upon the basis Initial Purchasers of the representations and warranties herein contained, but subject Purchase Price therefor by wire transfer in federal or other funds immediately available to the conditions hereinafter stated, hereby each agree, severally account specified in the Escrow Agreement or otherwise by the Escrow Agent. Such delivery of and not jointly, to purchase the respective principal amount of payment for the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx XxxxxxxxxxXxxxxx Xxxxxx & Xxxxxxx LLP (“Counsel for the Initial Purchaser”), LLP1271 Avenue of the Americas, 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx Xxxx, XX 00000-0000New York, at 10:00 a.m. (E.S.T.)A.M., New York City time, on May 26December 20, 20042012, or at such other place, time thereafter or date as the Underwriters Xxxxx Fargo and the Seller determine (Escrow Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date”). .” The Notes Escrow Issuer will be prepared in definitive form and in make such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have certificate or certificates for the Notes available for inspection and review examination by the Underwriters in 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 not later than 1:00 p.m. (E.S.T.) time, on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, any Issuer or any other person. Additionally, the Initial Purchasers are not advising the Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions hereofherein set forth, the Company agrees to sell the Notes to the each of Underwriters and the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agree to purchase from the respective Company, the aggregate principal amount of the Notes set forth opposite the name of such Underwriter in on Schedule A I hereto, consisting at the purchase price set forth opposite the name 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each such Underwriter will be delivered by the Seller to each Underwriter on Schedule I hereto. (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)b) against payment Payment of the purchase price thereforfor, set forth on Schedule A heretoand delivery of certificates for, by a same day federal funds wire payable to the order of the Sponsor. Settlement Notes shall take place be made at the offices office of Xxxxx Xxxxxxxxxx, Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. Xxx Xxxx 00000 (E.S.T.“Underwriters’ Counsel”), on May 26, 2004, or at such other time thereafter place as the Underwriters shall be agreed upon by you and the Seller determine Company, at 10:00 a.m., New York City time, on January 19, 2007 (such time and date of payment and delivery being herein referred to as called the “Closing Date”). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes, which will be deposited with The Bank of New York, London Branch, or its nominee, as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. as operator of the Euroclear system (“Euroclear”), and/or Clearstream Banking, société anonyme (“Clearstream,” and together with Euroclear, the “Clearing Systems”). The Notes will to be prepared in definitive form and delivered to you shall be registered in such authorized name or names and shall be in such denominations as you may request at least two business days before the Underwriters may request, registered in the name of Cede & Co., as nominee of DTCClosing Date. The Seller agrees Company will permit you to have the Notes available examine and package such certificates for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the delivery at least one full business day prior to the Closing Date. (d) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of, and the interest rate on, the Notes) were negotiated at arm’s length between sophisticated parties represented by counsel, (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have in any other capacity. (e) The Company acknowledges and agrees that (i) in connection with the issuance of the Notes, Bear, Xxxxxxx International Limited (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail, (ii) there is no assurance that the Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action and (iii) any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26February 24, 20042005, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees, subject to the terms and conditions hereof, to sell the each Series of Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Adjustable Rate Notes in the amount of $342,200,000 30,000,000 and the Class A-2 entire aggregate principal amount of the Fixed Rate Notes in the amount of $342,720,00070,000,000. At the time of issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the Trust Issuer pursuant to the Sale and Servicing Agreement. The Master Servicer Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pools, from time to time on or 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 each the Underwriter will be delivered by the Seller to each the 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 A hereto, by a same day federal funds wire payable equal to the order 99.75% of the Sponsoraggregate 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 offices of Xxxxx Xxxxxxxxxx, & Xxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxX Xxxxxx, Xxx XxxxX.X., XX Xxxxxxxxxx, X.X. 00000-0000, at 10:00 a.m. (E.S.T.), on May June 26, 20041998, or at such other time thereafter as the Underwriters Underwriter and the Seller determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 $342,720,00055,400,000. At the time of issuance of the Notes, the Initial Mortgage Loans will be sold by the Seller to the Trust Issuer pursuant to the Sale and Servicing Agreement. The Master Servicer Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, from time to time on or before March 31, 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 each the Underwriter will be delivered by the Seller to each the 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 A hereto, by a same day federal funds wire payable equal to the order 100.227% of the Sponsoraggregate 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 offices of Xxxxx Xxxxxxxxxx, Arter & Hadden LLP, 0000 Xxxxxx xx xxx Xxxxxxxx1801 K Street, Xxx XxxxN.W., XX 00000-0000Washington, D.C. 20006, at 10:00 a.m. x.m. (E.S.T.X.X.T.), on May 26ox Xxxxx 00, 20040000, or at such other time thereafter xx xx xxxx xxxxx xxxx xxxreafter as the Underwriters Underwriter and the Seller determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions hereofherein set forth, the Company agrees to sell the Notes to the each of Underwriters and the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agree to purchase from the respective Company, at the appropriate purchase price set forth in Schedule I hereto, the principal amount of the Notes set forth opposite the name respective names of such Underwriter the Underwriters in Schedule A I hereto, consisting . (b) Payment of the Class A-1 purchase price for, and delivery of the Notes in shall be made at the amount offices of $342,200,000 Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as shall be agreed upon by you and the Class A-2 Notes Company, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the amount provisions of $342,720,000. At Section 9 hereof) following the time date of issuance the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by you and the Mortgage Loans will Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be sold by the Seller made to the Trust pursuant Company by wire transfer in same day funds, against delivery to you for the Sale and Servicing Agreement. The Master Servicer will be obligated, under respective accounts of the Sale and Servicing Agreement, to service Underwriters of certificates for the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by them. Certificates for the Seller to each Underwriter (which delivery Notes shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, registered in such name or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form names and in such authorized denominations as you may request in writing at least two full business days prior to the Underwriters may request, registered in the name of Cede & Co., as nominee of DTCClosing Date. The Seller agrees Company will permit you to have the Notes available examine and package such certificates for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the delivery at least one full business day prior to the Closing Date. (c) On the Closing Date, one or more of the Notes in definitive form, registered in such names and in such denominations as specified by the Underwriters at least two business days prior to such date, having an aggregate principal amount of $100,000,000 shall be delivered by the Company to the Underwriters (or as the Underwriters direct), against payment by the Underwriters of the purchase price therefor by wire transfer of same day funds to an account or accounts designated by the Company, provided that the Company shall give at least two business days' prior written notice to the Underwriters of the information required to effect such wire transfer. The Notes shall be made available to the Underwriters for inspection not later than 9:30 a.m. New York City time on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) The Seller hereby agrees, subject Company agrees to the terms issue and conditions hereof, to sell the Notes to the Underwriters as provided in this Agreement, and each of the UnderwritersUnderwriter agrees, severally and not jointly, who, upon on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter stated, hereby each agree, severally and not jointlyset forth herein, to purchase from the respective Company, at a price equal to 98.000% of their principal amount, the aggregate principal amount of the Notes set forth on Schedule I hereto opposite such Underwriter’s name. (b) Payment for and delivery of the name Notes will be made at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 a.m. (Eastern time), on December 13, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such Underwriter in Schedule A hereto, consisting of payment and delivery is referred to herein as the Class A-1 “Closing Date.” (c) Payment for the 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”)) against payment , for the respective account of each Underwriter, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the purchase price therefor, set forth on Schedule A hereto, Notes duly paid by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”)Company. The Notes Global Note will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes made available electronically for inspection and review by the Underwriters in New York City Representatives not later than 1:00 p.m. (E.S.T.) p.m., Eastern time, on the business day prior to the Closing Date. Any review by the Representatives will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase, Sale and Delivery of the Notes. 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 On the basis of the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby each the 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 amount amounts of each Class of the Notes set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto, consisting . AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class A-1 Notes in the amount form of $342,200,000 and one or more permanent global securities in definitive form (the Class A-2 Notes in “Global Notes”) deposited with 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of Indenture Trustee as custodian for The Depository Trust Company (“DTC”)) against payment 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 purchase price therefor, set forth on Schedule A hereto, limited circumstances described in the Prospectus. Payment for the Notes shall be made by a the Underwriters in Federal (same day federal day) funds by official check or checks or wire payable transfer to an account previously designated to the order of Representatives by the Sponsor. Settlement shall take place Company at a bank acceptable to the Representatives at the offices of Xxxxx Xxxxxxxxxx, Xxxxxxx XxXxxxxxx LLP, 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxNew York not later than 10:00 A.M., XX 00000-0000, at 10:00 a.m. (E.S.T.)New York City time, on May November 26, 2004, 2014 or at such other time not later than seven full business days thereafter as the Underwriters Representatives and the Seller determine (Company 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 prepared 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 delivered will be in definitive form and form, in such authorized denominations as the Underwriters may request, and registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes Company and will be made available for inspection and review by checking at the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day 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 parties hereto have agreed that the Closing Date will be not later than November 26, 2014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx1301 Avenue of the Americas, Xxx Xxxx, XX Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on May 26August 25, 20042005, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $342,200,000 and 195,208,000, the Class A-2 Notes in the amount of $342,720,000210,312,000 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller Sponsor to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26November 25, 20042003, or at such other time thereafter as the Underwriters and the Seller Sponsor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. 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 On the basis of and in reliance ---------------------------------------- on the representations representations, warranties and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby the Transferor agrees to sell to each agreeUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the respective Transferor the aggregate principal amount of the Notes set forth in Schedule I opposite the name of such Underwriter in Schedule A heretoUnderwriter, consisting at a purchase price equal to 99.75% 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”)aggregate initial principal balance thereof. The Notes will initially be prepared in definitive form and in such authorized denominations as the Underwriters may request, represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The Seller agrees to have interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Transferor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Transferor, at the office of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (or at such other location as agreed upon among World Omni and the Representative) at 10:00 A.M., New York time, on March 6, 2001, or at such other time not later than five full business days thereafter, as World Omni and the Representative determine, such time being herein referred to as the "Closing Date". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx (or at such other location agreed upon among World Omni and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.Representative) on the business day at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), World Omni, the Transferor and the Underwriters have agreed that the Closing Date will be not less than nine business days following the date hereof.

Purchase, Sale and Delivery of the Notes. 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 (a) On the basis of the representations representations, warranties, covenants and warranties agreements herein contained, but subject to the terms and conditions hereinafter statedherein set forth, hereby the Company agrees to sell to each agreeUnderwriter and each Underwriter, severally and not jointly, agrees to purchase from the respective Company, at a purchase price of 103.25% of the principal amount thereof plus accrued interest from September 15, 2004 to the Closing Date, the aggregate principal amount of the Notes set forth opposite the name respective names of the Underwriter on Schedule I hereto together with any additional aggregate principal amount of Notes which such Underwriter in Schedule 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 may become obligated to the Trust purchase pursuant to the Sale provisions of Section 9 hereof. (b) Payment of the purchase price for, and Servicing Agreement. The Master Servicer will be obligateddelivery of certificates representing, under the Sale and Servicing Agreement, to service the Mortgage 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 be made at the office of Irell & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by Xxxxxx Brothers and the Company, at 10:00 A.M., New York City time, on Friday, December 3, 2004 (unless postponed in accordance with the provisions of Section 9 hereof) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by Xxxxxx Brothers and the Company (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment of the purchase price for the Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Notes to Xxxxxx Brothers through the facilities of The Depository Trust Company (“DTC”)) against payment for the respective accounts of the purchase price therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to several Underwriters. Certificates for the order of Notes shall be registered in such name or names and shall be in such denominations as Xxxxxx Brothers may request at least two business days before the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 2004, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes Company will be prepared in definitive form permit Xxxxxx Brothers to examine and in package such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available certificates for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller Sponsor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointlyUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase the respective entire aggregate principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A heretoNotes, consisting of the Class A-1 Notes in the amount of $342,200,000 and 178,667,000, the Class A-2 Notes in the amount of $342,720,000250,056,000 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 Trust pursuant to the Sale and Servicing AgreementAgreement and the Sponsor will deposit $44,666,994.45, $62.514.064.00 and $28,293,969.51 into the Pre-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 to be purchased by each the Underwriter will be delivered by the Seller Sponsor to each the 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 A 1 hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx XxxxxxxxxxDewey Ballantine, LLP, 0000 1301 Xxxxxx xx xxx XxxxxxxxXmericas, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. xx 00:00 x.x. (E.S.T.X.X.X.), on May 26xn November 25, 20042002, or at such other time thereafter as the Underwriters Underwriter and the Seller Sponsor determine (such time being herein referred to as the “"Closing Date”"). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters Underwriter in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agreesOn the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions hereofherein set forth, the Issuers agree (i) to issue and sell the Notes to the each of 2025 Initial Purchasers, and the Underwriters2025 Initial Purchasers, acting severally and not jointly, who, upon agree to purchase the basis 2025 Notes in the respective amounts set forth on Schedule 1A hereto from the Issuers at 99.25% of the representations their principal amount and warranties herein contained, but subject (ii) to issue and sell to the conditions hereinafter stated2027 Initial Purchasers, hereby each agreeand the 2027 Initial Purchasers, acting severally and not jointly, agree to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 2027 Notes in the amount respective amounts set forth on Schedule 1B hereto from the Issuers at 99.25% of $342,200,000 their principal amount. One or more certificates in global form for each of the 2025 Notes and the Class A-2 2027 Notes that the applicable Initial Purchasers have agreed to purchase hereunder, each in such principal amount as the amount of $342,720,000. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Seller Initial Purchasers request upon notice to the Trust pursuant Issuers at least 36 hours prior to the Sale and Servicing Agreement. The Master Servicer will be obligatedClosing Date, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will shall be delivered by or on behalf of the Seller Issuers to each Underwriter (which delivery shall be made through the facilities of Trustee, as custodian for The Depository Trust Company (“DTC”)) , and each series of the Notes in book-entry form shall be delivered to the applicable Initial Purchasers through the facilities of DTC, against payment by or on behalf of such Initial Purchasers of the purchase price therefor, set forth on Schedule A hereto, therefor by a wire transfer (same day federal funds wire payable funds), to such account or accounts as the Partnership shall specify prior to the order Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the Sponsor. Settlement certificates and payment for the Notes shall take place be made at the offices of Xxxxx Xxxxxxxxxx, LLPXxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx xx xxx XxxxxxxxXxxxxx, Xxx XxxxSuite 2500, XX 00000-0000Houston, Texas at 10:00 a.m. (E.S.T.)9:00 A.M. Houston time, on May 26October 6, 20042016, or at such other place, time thereafter or date as the Underwriters Initial Purchasers, on the one hand, and the Seller determine (Issuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount of $342,200,000 and 117,400,000, the Class A-2 Notes in the amount of $342,720,000199,890,000 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller Sponsor to each 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 A hereto, by a same day federal funds wire payable to the order of the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26September 25, 20042003, or at such other time thereafter as the Underwriters and the Seller Sponsor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller Sponsor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. 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 and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the order of Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on May 26, 20042005, or at such other time thereafter as the Underwriters and the Seller determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. The Seller hereby agrees(a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions hereofherein set forth, the Company agrees to sell to each of the Notes to the Underwriters, and each of the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase at a purchase price of $965 per $1,000 principal amount, the respective principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto. (b) Certificates in definitive form for the name Notes which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Company to the Underwriters for the account of such Underwriter in Schedule 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 Trust pursuant to the Sale and Servicing Agreement. 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 to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment by such Underwriter or on its behalf of the purchase price therefor, set forth on Schedule A hereto, therefor by a same certified or official bank check payable in next day federal funds wire payable to the order of the Sponsor. Settlement shall take place Company at the offices of Xxxxx XxxxxxxxxxJ.C. Bradford & Co., LLPL.L.X., 0000 Xxxxxx ("Xxxxxord"), 330 Commerce Street, Nxxxxxxxx, Xxxxxxxxx 00000, xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000xx xxxx xxxxx xxxxx as may be agreed upon by Bradford and the Company, at 10:00 a.m. (E.S.T.)A.M., Nashville time, on May 26the third full business day after this Agreement becomes effective, 2004or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other time not later than the seventh full business day thereafter as the Underwriters Representatives and the Seller determine (Company may determine, such time of delivery against payment being herein referred to as the “"Closing Date”). ." The certificates in definitive form for the Notes to be delivered will be prepared in definitive good delivery form and in such authorized denominations as the Underwriters may request, and registered in the name of Cede & Co., such names as nominee of DTC. The Seller agrees to have the Notes available for inspection and review by the Underwriters in New York City Bradford may request not later than 1:00 p.m. (E.S.T.) on the business day lexx xxxx 00 xours prior to the Closing Date. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by you, at least 24 hours prior to the Closing Date. It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Notes to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. The Seller hereby agreesOn the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions hereofherein set forth, the Company agrees to sell the Notes to the each of the UnderwritersUnderwriter, and each Underwriter, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, agrees to purchase from the respective Company, the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the I hereto (plus any additional principal 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 which such Underwriter may become obligated to the Trust purchase pursuant to the Sale and Servicing Agreementprovisions of Section 11 hereof) at a purchase price of 99.00% of the principal amount thereof, plus accrued interest from June 1, 2010 to the Closing Date (as defined below). The Master Servicer will be obligated, under Underwriters have agreed to reimburse the Sale and Servicing Agreement, Company for the Company’s expenses in connection with the offering of the Notes up to service the Mortgage Loans either directly or through sub-servicers$382,872.67. The Notes to be purchased by each Underwriter will be delivered by the Seller to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment Payment of the purchase price thereforfor, set forth on Schedule A heretoand delivery of certificate(s) for, by a same day federal funds wire payable to the order of the Sponsor. Settlement Notes shall take place be made at the offices of Xxxxx XxxxxxxxxxUBS Securities LLC, LLP, 0000 Xxxxxx xx xxx Xxxxxxxx000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000-0000Xxx Xxxx, at 10:00 a.m. (E.S.T.)New York time, on May 26June 18, 2004, 2010 or at such other time and date thereafter as the Underwriters Representatives and the Seller determine (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 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 Notes to the Underwriters. The Notes will be prepared evidenced by a single definitive global certificate in definitive form and in such authorized denominations as the Underwriters may requestbook entry form, fully registered in the name of Cede & Co., as nominee of for The Depository Trust Company (“DTC. The Seller agrees to have ”), or registered in such other names and in such denominations as the Notes available for inspection and review by the Underwriters Representatives request in New York City writing not later than 1:00 p.m. (E.S.T.) on 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.