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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.80244% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.73909% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.68302% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 2427, 2011 2014 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 2427, 20112014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price of, in equal to the case product of (i) the Class A-1 Notes, 99.85000% "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereofof each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iiia) the Class A-3 Notes, 99.69553the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of the principal amount thereof and America Securities LLC; (ivb) the Class A-4 Notes, 99.62337the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% of per annum, to be agreed to by the principal amount thereofSponsor and X.X. Xxxxxx Securities Inc.; and (c) the Class A-7 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the respective principal amounts of each Class of Sponsor and Citigroup Global Markets Inc. The Sponsor will deliver the Notes set forth opposite to the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver Underwriters, against payment of the purchase price, price to or upon the Notes order of each Class the Sponsor by wire transfer in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives funds, at the offices office of Xxxxxxx XxXxxxxxx Stroock & Stroock & Xxxxx LLP, New York000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York not later than 10:00 A.M.time on November 25, New York City time2003, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determineSponsor agree in writing, such time being herein referred to as the “Closing Date,.” against delivery to the Indenture Trustee as custodian for DTC of the Global The Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and initially represented by one or more Notes registered in the name of Cede & Co., the Company and nominee of DTC. The interests of beneficial owners of the Notes will be made represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) only under the Exchange Act, limited circumstances specified in the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.069% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on April 3, 2012 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. AHFC At the time of issuance of the Notes, the Mortgage Loans will cause be sold by the Seller to the Trust pursuant to deliver against payment the Sale and Servicing Agreement. The 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 purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for 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 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 February 24, 2005, 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 for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On Subject to the basis of terms and conditions and in reliance upon the representations, warranties and agreements herein contained, but subject to the terms and conditions covenants herein set forth, the Company agrees to cause the Trust to sell to the UnderwritersUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the TrustCompany, the initial principal amount of each class of the Notes as set forth in Schedule I hereto, at a the purchase price of, specified in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of Schedule I with respect to each Class of Notes. Notwithstanding the foregoing, the Underwriter will retain from the aggregate purchase price for the Notes the sum of $2,355,320 (the "Holdback Amount"). The Underwriter shall be entitled to retain the Holdback Amount until such time as the Underwriter sells all the Notes. To the extent that, in order to sell all the Notes, the Underwriter is required to reduce the aggregate sale price of the Notes below the aggregate sale price used by the Underwriter to determine the purchase price set forth opposite in Schedule I, the names Underwriter shall be entitled to retain the amount of such reduction from the Holdback Amount. Any unapplied portion of the Underwriters in Schedule A heretoHoldback Amount remaining after all the Notes have been sold by the Underwriter shall be promptly paid to the Company. AHFC The Underwriter shall use commercially reasonable efforts to sell all the Notes on or before July 31, 1998. The Company will cause the Trust to deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Notes in definitive form (the “"Global Notes”") deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, DTC except in the limited circumstances described in the Final Prospectus. Payment for the Notes shall will be made by the Underwriters in Federal (same day) funds Underwriter by official check or checks or wire transfer of same day funds to an account previously designated to the Representatives Underwriter by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPMayer, Brown & Platt, 1675 Broadway, New York, New York not later than 10:00 A.M.10019, New York City timeat 0:00 a.m. (Xxw Yxxx xime) xx Xxxx 00, on February 240000, 2011 or at such other time not later than seven full business days thereafter xx xx xxxx xxxxx xxxe as the Representatives and the Company determine, is mutually agreed (such time being herein referred to as the “"Closing Date,” ") against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking inspection at the above office of Xxxxxxx XxXxxxxxx LLP Mayer, Brown & Platt 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.869% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. New York time, on March 25, 2021 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue and sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the TrustCompany, at a purchase price of, principal amount of Notes in the case of (i) amounts shown on the Class A-1 Notes, 99.85000% signature page hereto. One or more Notes and Warrants that the Purchaser has agreed to purchase shall be delivered by or on behalf of the principal amount thereofCompany, (ii) the Class A-2 Notes, 99.74675% against payment by or on behalf of the principal amount thereofPurchaser, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, price therefor by wire transfer of immediately available funds to the Notes account of each Class the Company previously designated by it in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectuswriting. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of the Company, 0000 X.X. 00xx Xxxxxx, Xxxxxxxxx Xxxxx Xxxxxxx XxXxxxxxx LLP, New York, New York at not later than 10:00 A.M., 5:00 p.m. (New York City time) on or before Wednesday, on February 24September 29, 2011 2004 (the “Closing”), or at such other time not later than seven full business days thereafter date as the Representatives Purchaser and the Company determinemay agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date,” against delivery ." The aggregate purchase price for the Notes (the “Purchase Price”) shall be paid by wire transfer of immediately available funds to the Indenture Trustee as custodian for DTC attorneys’ escrow escrow account of Xxxxxxx, Savage Xxxxxxxxx Xxxx & Xxxxxx, LLP, counsel to the Company, or at the request of the Global Notes representing all of Company, directly to the Notes. The Global Notes will be made available for checking at the above office attorneys’ escrow account of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to Xxxxx Xxxxxxx & Xxxxxxxx LLP, as Escrow Agent, under the GMI Securities Purchase Agreement. At 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be or not later than February 24five (5) days after completion of the Closing, 2011the Company shall deliver one or more duly executed Notes and Warrants to the Purchaser to his or its address designated in writing to the Company. The GMI Stock Purchase Agreement was executed by the parties on September 23, unless otherwise agreed 2004. In the event that for any reason the Effective Date of the Plan referred to in the GMI Stock Purchase Agreement shall not be consummated by October 31, 2004, all escrowed funds shall be immediately returned to the Purchaser. In such event, the Company has authorized its counsel to give irrevocable instructions to Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxx LLP, as described aboveEscrow Agent, under the GMI Securities Purchase Agreement, to deliver to the Purchaser the full Purchase Price for the Note and the full purchase prices of all other Notes to the other Purchasers of Notes, respectively.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.81022% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.74928% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.68934% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24July 25, 2011 2012 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24July 25, 20112012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to cause the Trust to sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the TrustIssuer, at a purchase price ofon the Closing Date, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth on Schedule I hereto opposite the names name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the Underwriters in Schedule A heretoaggregate principal amount thereof. AHFC will cause the Trust Except for any Notes issued to deliver against payment of the purchase priceInstitutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global shall be Book-Entry Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) , and shall be registered in the name of Cede & Co., as nominee for DTCof The Depository Trust Company. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment The delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx SNR Xxxxxx US LLP, New Yorkat 10:00 a.m., New York not later than 10:00 A.M., New York City time, time on February 24May 13, 2011 or at such other place, time not later than seven full business days thereafter or date as the Representatives Initial Purchaser and the Company determineIssuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC ”. The Issuer shall make copies of the Global Notes representing all of the Notes. The Global Notes will be made available for checking by the Initial Purchaser at the above office offices of Xxxxxxx XxXxxxxxx LLP the Initial Purchaser at least 24 hours prior to the Closing Date. The Company will deliver purchase price of the Certificates Notes paid by the Initial Purchaser shall be remitted by wire transfer 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveIndenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.86000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.75074% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.69441% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.62666% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24October 28, 2011 2010 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24October 28, 20112010, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500097.100% of the principal amount thereof, plus accrued interest from May 26, 2015 to the Closing Date (ii) as defined below). Payment for the Class A-2 Notes, 99.74675% of Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the principal amount thereof, (iii) Company for the Class A-3 Notes, 99.69553% of Notes to be sold by the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representative. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on October 19, 2015 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representative and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except such denominations as the Representative requests in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representative at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentative, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the entire aggregate principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite in the names amount of $55,400,000. At the time of issuance of the Underwriters Notes, the Initial Mortgage Loans will be sold by the Seller to the Issuer pursuant to the Sale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in Schedule A heretothe Mortgage Pool, from time to time on or before March 31, 1998. AHFC The Seller will cause be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by the Seller to the Underwriter (which delivery shall be made through the facilities of The Depository Trust to deliver Company ("DTC")) against payment of the purchase priceprice therefor, equal to 100.227% of the aggregate 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 Class in of the form Notes. Settlement shall take place at the offices of one or more permanent global securities Arter & Hadden LLP, 1801 K Street, N.W., Washington, D.C. 20006, at 10:00 x.m. (X.X.T.), ox Xxxxx 00, 0000, xx xx xxxx xxxxx xxxx xxxreafter as the 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 “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and Underwriter may request, registered in the name of Cede & Co., as nominee for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.647% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on April 7, 2010 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, Seller the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule A I hereto. AHFC will cause The Underwritten Notes are to be purchased at a purchase price equal to (i) in the Trust to deliver against payment case of the purchase priceClass A-2 Notes, 99.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.74567% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.67011% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and Notes registered in the name of Cede & Co., as the nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPThe Depository Trust Company, New York, New York not later than 10:00 A.M.(“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxxx XxXxxxxxx LLP, New York City timeagainst payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC . The interests of beneficial owners of the Global Notes representing all will be represented by book entries on the records of the NotesDTC and participating members thereof. The Global certificates evidencing the DTC Notes will be made available for checking and packaging at the above office of Xxxxxxx XxXxxxxxx LLP Deutsche Bank Trust Company Americas in The City of New York 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Initial Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 96.75% of their principal amount. In addition, the Company hereby grants to the several Underwriters agreethe option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Initial Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same purchase price per Note to be paid by the Underwriters to the Company for the Initial Notes. The option to purchase from Additional Notes may be exercised by the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% Representatives on behalf of the principal amount thereof, (ii) several Underwriters at any time and from time to time on or before the Class A-2 Notes, 99.74675% thirtieth day following the date of the principal amount thereofProspectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Notes as to which such option is being exercised and the date and time when the Additional Notes are to be delivered (iiiany such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “Closing Date” (as defined below) nor earlier than the Class A-3 Notes, 99.69553% second business day after the date on which such option shall have been exercised nor later than the tenth business day after the date on which such option shall have been exercised. The number of Additional Notes to be sold to each Underwriter shall be the principal amount thereof and (iv) number which bears the Class A-4 Notes, 99.62337% same proportion to the aggregate number of Additional Notes being purchased as the principal amount thereof, the respective principal amounts number of each Class of the Initial Notes set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Initial Notes (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. One or more certificates in definitive form or global form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase priceprice therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Initial Notes of each Class in or the form of one or more permanent global securities in definitive form (the “Global Additional Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTCthe case may be, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, New York000 Xxxx Xxxxxx, New York not later than Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on February 24August 8, 2011 2014, or at such other place, time not later than seven full business days thereafter or date as the Representatives Underwriters, on the one hand, and the Company determineCompany, on the other hand, may agree upon, such time and date of delivery against payment 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 Company will make such certificate or certificates for the Notes will be made available for checking and packaging by the Underwriters at the above office offices of Xxxxxxx XxXxxxxxx LLP Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. The Company will deliver Payment of the Certificates purchase price for the Additional Notes shall be made at the additional time of purchase in the same manner and at the same office and time of day as the payment for the Initial Notes. Electronic transfer of the Additional Notes shall be made to the above office Underwriters additional time of Xxxxxxx XxXxxxxxx LLP on purchase in such names and in such denominations as the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveUnderwriters shall specify.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to cause the Trust to issue and sell to the Underwriters$220,000,000 aggregate principal amount of Notes, and each of the Underwriters agreeInitial Purchasers, severally and not jointly, agrees to purchase from the Trust, Issuers the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553equal to 96.323% of the principal amount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representative requests upon notice to the Issuers not later than one full business day prior to the Closing Date (iv) the Class A-4 Notesas defined below), 99.62337% shall be delivered by or on behalf of the principal amount thereof, Issuers to the Representative for the respective principal amounts accounts of each Class the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes set forth opposite to the names Initial Purchasers duly paid, against payment by or on behalf of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment Initial Purchasers of the purchase price, Purchase Price therefor by wire transfer in Federal or other funds immediately available to the Notes account of each Class in the form Issuers. Such delivery of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxx Xxxxxx & Xxxxxxx XxXxxxxxx LLPLLP (“Counsel for the Initial Purchasers”), New York00 Xxxx Xxxxxx, New York not later than Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on February 24December 17, 2011 2009, or at such other place, time not later than seven full business days thereafter or date as the Representatives Representative and the Company determineIssuers may mutually agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date,.” against delivery to The Issuers will make such certificate or certificates for the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking examination by the Initial Purchasers at the above office offices of Xxxxxxx XxXxxxxxx LLP at least 24 hours Counsel for the Initial Purchasers not later than 5:00 P.M., New York City time on the business day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000[__________]% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675[__________]% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553[______________]% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337[__________]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24, 2011 [___________] or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011[__________], unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.75181% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.69575% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.61991% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24May 25, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24May 25, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.84851% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.75376% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.64387% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February July 24, 2011 2013 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February July 24, 20112013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, Seller the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule A I hereto. AHFC will cause The Underwritten Notes are to be purchased at a purchase price equal to (i) in the Trust to deliver against payment case of the purchase priceClass A-2 Notes, 99.79936% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, 99.73152% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, 99.68734% of the aggregate principal amount thereof. The Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by three notes respectively representing $560,000,000, $480,000,000 and $165,250,000 aggregate principal amount of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and Notes registered in the name of Cede & Co., as the nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPThe Depository Trust Company, New York, New York not later than 10:00 A.M.(“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxxx XxXxxxxxx LLP, New York City timeagainst payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC . The interests of beneficial owners of the Global Notes representing all will be represented by book entries on the records of the NotesDTC and participating members thereof. The Global certificates evidencing the DTC Notes will be made available for checking and packaging at the above office of Xxxxxxx XxXxxxxxx LLP Deutsche Bank Trust Company Americas in The City of New York 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company WEC agrees to cause the Trust to sell to the UnderwritersPurchaser, and the Underwriters agree, severally and not jointly, Purchaser agrees to purchase from the TrustWEC, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955397% of the principal amount thereof and plus accrued interest from July 28, 1999 to the Closing Date (iv) the Class A-4 Notesas hereinafter defined), 99.62337% all of the principal amount thereof, Notes. On the respective principal amounts of each Class basis of the Notes representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth opposite forth, Xxxxx agrees to sell to the names Purchaser, and the Purchaser agrees to purchase the Units from Xxxxx, at an aggregate purchase price of $24,187,746 plus accrued interest on the Debentures from July 28, 1999 to the Closing Date, all of the Underwriters in Schedule A heretoUnits. AHFC WEC will cause the Trust to deliver against payment of the purchase price, price the Notes of each Class in the form of one or more permanent global securities Notes in definitive registered form without interest coupons (the “"Global Notes”") deposited with the Indenture Notes Trustee as custodian for The Depository Trust Company (“"DTC”") and registered in the name of Cede & Co., as nominee for DTC. Xxxxx will deliver against payment of the purchase price the Units in the form of one or more permanent global Units (each of which will consist of one or more global certificates for Debentures and Shares) in registered from without interest coupons (the "Global Units" and together with the Global Notes, the "Global Securities") deposited with the transfer agent for the Units, as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the ProspectusOffering Circulars. Payment for the Notes Securities shall be made by the Underwriters Purchaser in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives Purchaser drawn to the order of WEC or Xxxxx at the offices office of Skadden, Arps, Slate, Xxxxxxx XxXxxxxxx & Xxxx LLP, New York000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 at 10:00A.M., (New York not later than 10:00 A.M., New York City time), on February 24July 28, 2011 1999, or at such other time not later than seven full business days thereafter as the Representatives Purchaser and the Company determine, such time being herein referred to as the “"Closing Date,” " against delivery to the Indenture Notes Trustee or transfer agent for Units, as applicable, as custodian for DTC of the Global Notes or Global Units representing all of the NotesNotes and Units, respectively. The Global Notes Securities will be made available for checking at the above office of Skadden, Arps, Slate, Xxxxxxx XxXxxxxxx LLP & Xxxx 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.80971% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.74225% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.69248% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24November 26, 2011 2014 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24November 26, 20112014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company LNR agrees to cause the Trust to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from LNR, the Trust, Notes at a purchase price ofof 99.375% of their principal amount plus interest accrued on the Notes from October 29, 2003 to the Closing Date. One or more global securities representing the Notes shall be registered by the Trustee in the case of (i) the Class A-1 Notes, 99.85000% name of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% nominee of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”) and registered in the name of "), Cede & Co., credited to the accounts of such of its participants as nominee the Initial Purchaser shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, and deposited with the Trustee as custodian for DTCDTC on the Closing Date, against payment by or on behalf of the Initial Purchaser to the account of LNR of the aggregate purchase price therefor by wire transfer in immediately available funds. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment Delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York NY 10010, xx 00:00 A.M., Xxx Xxrk Citx xxxx, xx Xxxxxxxx 0, 0000, xx xx xxxh other place, time or date not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven full five business days thereafter as the Representatives Initial Purchaser and the Company determine, such LNR may agree upon. Such time being and date of delivery against payment are herein referred to as the “"Closing Date,” against delivery to the Indenture Trustee as custodian ." (As used herein, "business day" means a day on which The New York Stock Exchange is open for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available trading and on which banks in New York are open 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 business and are not permitted by law or executive order to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveclosed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.267% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. New York time, on November 19, 2021 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.085% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on September 10, 2010 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, (a) the principal amount of the 2018 Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the 2018 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.901% of the principal amount thereof, (iib) the Class A-2 Notes, 99.74675principal amount of the 2023 Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the 2023 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 98.981% of the principal amount thereof, and (iiic) the Class A-3 Notes, 99.69553% of the principal amount thereof and of the 2043 Notes set forth opposite the name of such Underwriter in Schedule I hereto (ivplus any additional principal amount of the 2043 Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) the Class A-4 Notes, 99.62337at a purchase price of 98.201% of the principal amount thereof, plus, in each case, accrued interest (if any) to the respective principal amounts of each Class Closing Date (as defined below). Payment for the Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company for the Notes to be sold by the Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on December 6, 2012 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Each of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price2018 Notes, the 2023 Notes of each Class and the 2043 Notes will be evidenced by separate definitive global certificates in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.74089% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.69400% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.63989% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 2423, 2011 2012 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 2423, 20112012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company agrees and the Co-Issuer agree to cause the Trust to issue and sell to the Underwriters$150,000,000 aggregate principal amount of Notes, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the Trust, Company and the Co-Issuer the aggregate principal amount of Notes at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553equal to 97% of the principal amount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser, for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company and the Co- Issuer not later than one full business day prior to the Closing Date (iv) the Class A-4 Notesas defined below), 99.62337% shall be delivered by or on behalf of the principal amount thereofCompany and the Co-Issuer to the Initial Purchaser for its account, with any transfer taxes payable in connection with the respective principal amounts of each Class transfer of the Notes set forth opposite to the names Initial Purchaser duly paid, against payment by or on behalf of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment Initial Purchaser of the purchase price, Purchase Price therefor by wire transfer in Federal or other funds immediately available to the Notes account specified by the Company. Such delivery of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPCahill Gordon & Reindel LLP ("Counsel for the Initial Purchaser"), New York80 Xxxx Xxxxxx, Nex Xxxx, New York not later than at 10:00 A.M.a.m., New York City time, on February 24xx Xxxxxx 00, 2011 0000, xx xx xxxx xxher place, time or at such other time not later than seven full business days thereafter date as the Representatives Initial Purchaser and the Company determineand the Co-Issuer may agree upon, such time and date of delivery against payment 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 Company and the Co-Issuer will make such certificate or certificates for the Notes will be made available for checking examination by the Initial Purchaser at the above office New York, New York offices of Xxxxxxx XxXxxxxxx LLP at least 24 hours Counsel for the Initial Purchaser not later than 10:00 a.m., New York City time on the business day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.699% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on November 16, 2010 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000100.258% of the principal amount thereof, plus accrued interest from April 7, 2010 to the Closing Date (ii) as defined below). Payment for the Class A-2 Notes, 99.74675% of Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the principal amount thereof, (iii) Company for the Class A-3 Notes, 99.69553% of Notes to be sold by the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, 1400 KeyBank Center, 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxx, at 10:00 a.m. New York time, on June 8, 2010 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.83397% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.76475% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.63228% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24January 23, 2011 2013 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24January 23, 20112013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.90000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.79663% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.73806% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.69849% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP, New York70 Xxxxx Xxxxxx Xxxxx, New York Chicago, Illinois 60606 not later than 10:00 11:00 A.M., New York City time, on February 24May 31, 2011 2016 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx 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 February 24May 31, 20112016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.090% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. New York time, on June 28, 2021 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.91000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.79001% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.72579% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.69399% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP, New York70 Xxxxx Xxxxxx Xxxxx, New York Chicago, Illinois 60606 not later than 10:00 11:00 A.M., New York City time, on February 2425, 2011 2016 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx Mxxxx Xxxxx 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 February 2425, 20112016, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to cause the Trust to sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the TrustIssuer, at a purchase price ofon the Closing Date, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth on Schedule I hereto opposite the names name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the Underwriters in Schedule A heretoaggregate principal amount thereof. AHFC will cause the Trust Except for any Notes issued to deliver against payment of the purchase priceInstitutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global shall be Book-Entry Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) , and shall be registered in the name of Cede & Co., as nominee for DTCof The Depository Trust Company. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment The delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx SNR Xxxxxx LLP, New Yorkat 10:00 a.m., New York not later than 10:00 A.M.time on October 19, New York City time, on February 24, 2011 2010 or at such other place, time not later than seven full business days thereafter or date as the Representatives Initial Purchaser and the Company determineIssuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC ”. The Issuer shall make copies of the Global Notes representing all of the Notes. The Global Notes will be made available for checking by the Initial Purchaser at the above office offices of Xxxxxxx XxXxxxxxx LLP the Initial Purchaser at least 24 hours prior to the Closing Date. The Company will deliver purchase price of the Certificates Notes paid by the Initial Purchaser shall be remitted by wire transfer 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveIndenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company LNR agrees to cause the Trust to issue and sell to the Underwriterseach Initial Purchaser, and each of the Underwriters agree, Initial Purchasers agrees severally and but not jointly, jointly to purchase from LNR, the Trustaggregate principal amount of Notes set forth opposite such Initial Purchaser's name on Schedule I hereto, at a purchase price of, of 98.875% of their principal amount. One or more global securities representing the Notes shall be registered by the Trustee in the case of (i) the Class A-1 Notes, 99.85000% name of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% nominee of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“"DTC”) and registered in the name of "), Cede & Co., credited to the accounts of such of its participants as nominee the Initial Purchasers shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTCDTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price therefor by wire transfer in immediately available funds. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment Delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York NY 10010, xx 00:00 A.M., Xxx Xxrk Citx xxxx, xx Xxxxxxx 00, 0000, xx xx xxxh other place, time or date not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven full five business days thereafter as the Representatives Initial Purchasers and the Company determine, such LNR may agree upon. Such time being and date of delivery against payment are herein referred to as the “"Closing Date,” against delivery to the Indenture Trustee as custodian ." (As used herein, "business day" means a day on which The New York Stock Exchange is open for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available trading and on which banks in New York are open 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 business and are not permitted by law or executive order to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveclosed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.74962% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.68264% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.62088% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24April 25, 2011 2012 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24April 25, 20112012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to cause the Trust to sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the TrustIssuer, at a purchase price ofon the Closing Date, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth on Schedule I hereto opposite the names name of such Initial Purchaser. The Class A Notes are to be purchased by the Initial Purchaser at a purchase price equal to 99.956838% of the Underwriters in Schedule A hereto. AHFC will cause aggregate principal amount thereof and the Trust Class B Notes are to deliver against payment be purchased by Initial Purchaser at a purchase price equal to 99.65696% of the purchase priceaggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global shall be Book-Entry Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) , and shall be registered in the name of Cede & Co., as nominee for DTCof The Depository Trust Company. Interests in any permanent Global Each of the Notes will be held only in book-entry form through DTC, except shall include the applicable legend regarding restrictions on transfer set forth under “Restrictions on Transfers and Notice to Investors” in the limited circumstances described in the ProspectusOffering Memorandum. Payment The delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Dentons US LLP, New Yorkat 10:00 a.m., New York not later than 10:00 A.M.time on November 7, New York City time, on February 24, 2011 2013 or at such other place, time not later than seven full business days thereafter or date as the Representatives Initial Purchaser and the Company determineIssuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC ”. The Issuer shall make copies of the Global Notes representing all of the Notes. The Global Notes will be made available for checking by the Initial Purchaser at the above office offices of Xxxxxxx XxXxxxxxx LLP the Initial Purchaser at least 24 hours prior to the Closing Date. The Company will deliver purchase price of the Certificates Notes paid by the Initial Purchaser shall be remitted by wire transfer 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveIndenture Trustee.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. AHFC At the time of issuance of the Notes, the Mortgage Loans will cause be sold by the Seller to the Trust pursuant to deliver against payment 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 purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for 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 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 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 for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.80219% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.74798% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.69074% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24May 21, 2011 2014 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24May 21, 20112014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company LNR agrees to cause the Trust to issue and sell to the Underwriterseach Initial Purchaser, and each of the Underwriters agree, Initial Purchasers agrees severally and but not jointly, jointly to purchase from LNR, the Trustaggregate principal amount of Notes set forth opposite such Initial Purchaser’s name on Schedule I hereto, at a purchase price of, of 98.875% of their principal amount. One or more global securities representing the Notes shall be registered by the Trustee in the case of (i) the Class A-1 Notes, 99.85000% name of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% nominee of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of ), Cede & Co., credited to the accounts of such of its participants as nominee the Initial Purchasers shall request, upon notice to LNR at least 48 hours prior to the Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, and deposited with the Trustee as custodian for DTCDTC on the Closing Date, against payment by or on behalf of the Initial Purchasers to the account of LNR of the aggregate purchase price therefor by wire transfer in immediately available funds. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment Delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPXxxx & Xxxxxxxxx, New York000 Xxxxxxx Xxxxxx, New York not later than Xxx Xxxx, XX 00000, at 10:00 A.M., New York City time, on February 24July 3, 2011 2003, or at such other place, time or date not later than seven full five business days thereafter as the Representatives Initial Purchasers and the Company determine, such LNR may agree upon. Such time being and date of delivery against payment are herein referred to as the “Closing Date,.” against delivery to the Indenture Trustee as custodian (As used herein, “business day” means a day on which The New York Stock Exchange is open for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available trading and on which banks in New York are open 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 business and are not permitted by law or executive order to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveclosed.)

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price of, in equal to the case product of (i) the Class A-1 Notes, 99.85000% "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereofof each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iiia) the Class A-3 Notes, 99.69553the Class A-4 Notes and the Class B Notes shall bear interest at rates not to exceed 3.00% of per annum, to be agreed to by the principal amount thereof Sponsor and Xxxxxxx Xxxxx Xxxxxx Inc., and (ivb) the Class A-4 NotesA-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, 99.62337% of to be agreed to by the principal amount thereof, the respective principal amounts of each Class of Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes set forth opposite to the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver Underwriters, against payment of the purchase price, price to or upon the Notes order of each Class the Sponsor by wire transfer in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives funds, at the offices office of Xxxxxxx XxXxxxxxx Stroock & Stroock & Xxxxx LLP, New York000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York not later than 10:00 A.M., New York City time, time on February 2428, 2011 2003, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determineSponsor agree in writing, such time being herein referred to as the “Closing Date,.” against delivery to the Indenture Trustee as custodian for DTC of the Global The Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and initially represented by one or more Notes registered in the name of Cede & Co., the Company and nominee of DTC. The interests of beneficial owners of the Notes will be made represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) only under the Exchange Act, limited circumstances specified in the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveBasic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.80846% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.74071% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.67758% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24August 20, 2011 2014 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24August 20, 20112014, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. AHFC At the time of issuance of the Notes, the Mortgage Loans will cause be sold by the Seller to the Trust pursuant to deliver against payment the Sale and Servicing Agreement. The 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 purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for 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 Seller, as directed by the Sponsor. Settlement shall take place at the offices of Xxxxx Xxxxxxxxxx, LLP, 1301 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. (E.S.T.), on August 25, 2005, 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 for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.80478% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.74235% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.67304% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24January 28, 2011 2015 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Xxxxxx, Xxxxx & Bockius LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxx, Xxxxx & Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx Xxxxxx, Xxxxx & Bockius 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 February 24January 28, 20112015, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.00% of the principal amount thereof, plus accrued interest from June 1, 2010 to the Closing Date (ii) as defined below). The Underwriters have agreed to reimburse the Class A-2 Notes, 99.74675% of Company for the principal amount thereof, (iii) Company’s expenses in connection with the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class offering of the Notes set forth opposite the names of the Underwriters in Schedule A heretoup to $382,872.67. AHFC will cause the Trust to deliver against payment Payment of the purchase priceprice for, and delivery of certificate(s) for, the Notes shall be made at the offices of each Class in UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on June 18, 2010 or at such other time and date thereafter as the form of one or more permanent global securities in definitive form (Representatives and the Company shall agree upon, such time and date being herein referred to as the “Global Notes”) deposited with Closing Date.” (As used herein, “business day” means a day on which the Indenture Trustee as custodian 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 Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.00% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% Closing Date (as defined below). Payment of the principal amount thereofpurchase price for, (iiiand delivery of certificate(s) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereoffor, the respective principal amounts Notes shall be made at the offices of each Class UBS Securities LLC, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. New York time, on March 15, 2010 or at such other time and date thereafter as the Representatives and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the 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 set forth opposite to the names of the Underwriters Underwriters. The Notes will be evidenced by a single definitive global certificate in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase pricebook entry form, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, but contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to cause the Trust to sell to the UnderwritersInitial Purchaser, and the Underwriters agree, severally and not jointly, Initial Purchaser agrees to purchase from the TrustIssuer, at a purchase price ofon the Closing Date, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth on Schedule I hereto opposite the names name of such respective Initial Purchaser. The Notes are to be purchased by the Initial Purchaser at a purchase price equal to 100% of the Underwriters in Schedule A heretoaggregate principal amount thereof. AHFC will cause the Trust Except for any Notes issued to deliver against payment of the purchase priceInstitutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global shall be Book-Entry Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) , and shall be registered in the name of Cede & Co., as nominee for DTCof The Depository Trust Company. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment The delivery of and payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx SNR Xxxxxx LLP, New Yorkat 10:00 a.m., New York not later than 10:00 A.M., New York City time, time on February 24January 21, 2011 or at such other place, time not later than seven full business days thereafter or date as the Representatives Initial Purchaser and the Company determineIssuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC ”. The Issuer shall make copies of the Global Notes representing all of the Notes. The Global Notes will be made available for checking by the Initial Purchaser at the above office offices of Xxxxxxx XxXxxxxxx LLP the Initial Purchaser at least 24 hours prior to the Closing Date. The Company will deliver purchase price of the Certificates Notes paid by the Initial Purchaser shall be remitted by wire transfer 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveIndenture Trustee.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.87000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.84400% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.75292% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.62557% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24October 30, 2011 2013 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24October 30, 20112013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the Underwriter, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company hereby agrees to cause purchase the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the entire aggregate principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite in the names amount of $54,600,000. At the time of issuance of the Underwriters Notes, the Initial Mortgage Loans will be sold by the Seller to the Issuer pursuant to the Sale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in Schedule A heretothe Mortgage Pool, from time to time on or before March 31, 1998. AHFC The Seller will cause be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by the Seller to the Underwriter (which delivery shall be made through the facilities of The Depository Trust to deliver Company ("DTC")) against payment of the purchase priceprice therefor, equal to 99.70% of the Notes aggregate 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 Class in of the form Notes. Settlement shall take place at the offices of one Xxxxx & Xxxxxx LLP, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, at 10:00 a.m. (E.S.T.), on March 27, 1998, or more permanent global securities at such other time thereafter as the 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 “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and Underwriter may request, registered in the name of Cede & Co., as nominee for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters Underwriter in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500098.841% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. New York time, on June 30, 2020 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the UnderwritersInitial Purchasers, and the Underwriters agreeInitial Purchasers, severally and not jointly, agree to purchase from the TrustCompany, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the their respective names of the Underwriters in Schedule A heretoII hereto at a purchase price equal to 97.25% of such principal amount. AHFC will cause the Trust to deliver against payment Payment of the purchase priceprice for, and delivery of, the Notes will be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 at 9:30 a.m. (New York City time) on May 4, 1998, unless postponed in accordance with Section 9 hereof, or such other time and date as may be mutually agreed in writing between you and the Company (the time and date of such payment and delivery being herein called the "CLOSING DATE"). The Company also grants to the Initial Purchasers an option to purchase, solely for the purpose of covering over-allotments in the sale of Firm Securities, if any, all or any portion of the Optional Securities at the purchase price set forth above. The option granted hereby may be exercised as to all or any part of the Optional Securities at any time (but only once) within 30 days after the date of the Offering Memorandum. The Initial Purchasers shall not be under any obligation to purchase any Optional Securities prior to the exercise of such option. The option granted hereby may be exercised by the Representative giving written notice to the Company setting forth the number of Optional Securities to be purchased and the date and time for delivery of and payment for such Optional Securities and stating that the Optional Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given prior to the Closing Date, the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the Closing Date, whichever occurs later. If such notice is given on or after the Closing Date, the date set forth therein for such delivery and payment shall not be earlier than three full business days thereafter. In either event, the date so set forth shall not be more than 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "OPTION CLOSING DATE." Upon exercise of the option, the Company shall become obligated to sell to the Initial Purchasers, and, subject to the terms and conditions herein set forth, the Initial Purchasers shall become obligated to purchase, for the account of each Class Initial Purchaser, from the Company, severally and not jointly, the number of Optional Securities specified in such notice. Optional Securities shall be purchased for the form accounts of the Initial Purchasers in proportion to the number of Firm Securities set forth opposite such Initial Purchaser's name in Schedule II hereto, except that the respective purchase obligations of each Initial Purchaser shall be adjusted so that no Initial Purchaser shall be obligated to purchase fractional Optional Securities. At or prior to the Closing Date and any Option Closing Date hereunder, the Company shall execute and deliver for authentication the Notes to be purchased and sold on such date and shall deposit such Notes with The Depositary Trust Company ("DTC") for the account or accounts of participants in DTC (including Euroclear and CEDEL, as the case may be) purchasing beneficial interests in one or more permanent certificates in global securities in or definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) in such denominations and registered in such names as the Initial Purchasers request upon notice to the Company at least two business days prior to such date. Against delivery of the Notes to DTC for the respective accounts of the Initial Purchasers, the Initial Purchasers shall pay or cause to be paid to the Company the purchase price for such Notes by wire transfer in same day funds, payable to the order of the Company. Certificates evidencing the Notes shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Closing Date, or if not so requested, in the name of Cede & Co., Co. as nominee for DTC. Interests in any permanent Global Notes The Company will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer permit you to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives inspect such certificates at the offices of Skadden, Arps, Slate, Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx & Xxxx LLP at least 24 hours one full business day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Date and any Option Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the TrustCompany, the principal amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.276% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Xxxxxx, Halter & Xxxxxxxx LLP, The Calfee Building, 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m. New York time, on May 26, 2015 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The single global certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in of 99.81% of the case principal amount of (i) the Class A-1 Notes, 99.85000at a purchase price of 99.65% of the principal amount thereof, (ii) of the Class A-2 Notes, 99.74675and at a purchase price of 100% of the principal amount thereof, (iii) of the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, M Notes the respective principal amounts of each Class class of the Notes set forth opposite the names of the Underwriters in Schedule A I hereto. AHFC will In addition, the Seller agrees to cause the Trust Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes and the Certificates of $914,500.00. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price, price to or upon the Notes order of each Class in the form of one Seller by wire transfer or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters check in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives Funds, at the offices office of Xxxxxxx XxXxxxxxx Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York not later than 10:00 A.M., New York City time10038, on February 24Septexxxx 29, 2011 or at such other time not later than 1900, xx xx xxxx xxxxx xxxx xxx xxxxx xxxx seven full business days thereafter as the Representatives Representative and the Company Seller determine, such time being herein referred to as the “"Closing Date,” against delivery to the Indenture Trustee as custodian for DTC of the Global ." The Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company and ("DTC"). The interests of beneficial owners of the Notes will be made represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) only under the Exchange Act, limited circumstances specified in the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveIndenture.

Purchase, Sale and Delivery of the Notes. On The Seller hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forthhereinafter stated, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters hereby each agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class amount of the Notes set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. AHFC At the time of issuance of the Notes, the Mortgage Loans will cause be sold by the Seller to the Trust pursuant to deliver against payment the Sale and Servicing Agreement. The 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 purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for 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 Seller, as directed by the Sponsor. Settlement shall take place at the offices of Dxxxx Xxxxxxxxxx, LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, at 10:00 a.m. (E.S.T.), on November 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 for of DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for The Seller agrees to have the Notes shall be made available for inspection and review by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York City not later than 10:00 A.M., New York City time, 1:00 p.m. (E.S.T.) on February 24, 2011 or at such other time not later than seven full the business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.83155% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.76060% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.63220% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February April 24, 2011 2013 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February April 24, 20112013, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.85000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iii) the Class A-3 Notes, 99.69553% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62337% of the principal amount thereof, Seller the respective principal amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule A I hereto. AHFC will cause The Underwritten Notes are to be purchased at a purchase price equal to (i) in the Trust to deliver against payment case of the purchase priceClass A-2 Notes, [_______]% of the aggregate principal amount thereof, (ii) in the case of the Class A-3 Notes, [______]% of the aggregate principal amount thereof and (iii) in the case of the Class A-4 Notes, [______]% of the aggregate principal amount thereof. The Underwritten Notes will initially be represented by three notes respectively representing $[__________], $[_______] and $[_______] aggregate principal amount of the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as the nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLPThe Depository Trust Company, New York, New York not later than (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxxx XxXxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, at [10:00 A.M.a.m.], New York City time, on February 24[_______], 2011 or at such other time not later than seven full business days thereafter as the Representatives Seller, TMCC and the Company Representatives determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC ”. The interests of beneficial owners of the Global Notes representing all will be represented by book entries on the records of the NotesDTC and participating members thereof. The Global certificates evidencing the DTC Notes will be made available for checking and packaging at the above office of Xxxxxxx XxXxxxxxx LLP [___________] in The City of New York 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements covenants herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter, severally and not jointly, agrees to purchase from the Trust, Company the principal amount of the Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of the Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of, in the case of (i) the Class A-1 Notes, 99.8500099.268% of the principal amount thereof, plus accrued interest (iiif any) to the Class A-2 Notes, 99.74675% of Closing Date (as defined below). Payment for the principal amount thereof, (iii) Notes to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Class A-3 Notes, 99.69553% of Company for the principal amount thereof and (iv) Notes to be sold by the Class A-4 Notes, 99.62337% of the principal amount thereof, the respective principal amounts of each Class Company against delivery of the Notes set forth opposite to the names Representatives. Such payment and delivery are to be made at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. New York time, on December 16, 2019 or at such other time and date thereafter as the Underwriters in Schedule A hereto. AHFC will cause Representatives and the Trust Company shall agree upon, such time and date being herein referred to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (as the “Global NotesClosing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) deposited with the Indenture Trustee as custodian is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Depository Trust Company (“DTC”) and Notes will be evidenced by separate definitive global certificates in book entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC. Interests ”), or registered in any permanent Global Notes will be held only such other names and in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to such denominations as the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York request in writing not later than 10:00 A.M., New York City time, on February 24, 2011 or at such other time not later than seven the second full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours day 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, in authorized denominations and registered in the name of the Company and global certificates will be made available for checking at inspection by the above office of Xxxxxxx XxXxxxxxx LLP Representatives at least 24 hours one business day prior to the Closing Date. Pursuant to Rule 15c6-1(d) under Date at such place as the Exchange ActRepresentatives, DTC and the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveCompany shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.88000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.82268% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.73032% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.64972% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24October 18, 2011 2012 or at such other time not later than seven full business days thereafter as the Representatives and the 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 made available for checking at the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx Bxxxxxx MxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx 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 February 24October 18, 20112012, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the 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, 99.8500099.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.7467599.74337% of the principal amount thereof, (iii) the Class A-3 Notes, 99.6955399.69048% of the principal amount thereof and (iv) the Class A-4 Notes, 99.6233799.63055% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Xxxxxxx XxXxxxxxx LLP, New York, New York not later than 10:00 A.M., New York City time, on February 24October 21, 2011 or at such other time not later than seven full business days thereafter as the Representatives and the 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 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, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than February 24October 21, 2011, unless otherwise agreed to as described above.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price of, in equal to the case product of (i) the Class A-1 Notes, 99.85000% "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount thereofof each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (ii) the Class A-2 Notes, 99.74675% of the principal amount thereof, (iiia) the Class A-3 Notes, 99.69553the Class A-4 Notes and the Class B Notes shall bear interest at rates not to exceed 3.00% of per annum, to be agreed to by the principal amount thereof Sponsor and Xxxxxxx Xxxxx Xxxxxx Inc., and (ivb) the Class A-4 NotesA-5 Notes and the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, 99.62337% of to be agreed to by the principal amount thereof, the respective principal amounts of each Class of Sponsor and UBS PaineWebber Inc. The Sponsor will deliver the Notes set forth opposite to the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver Underwriters, against payment of the purchase price, price to or upon the Notes order of each Class the Sponsor by wire transfer in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives funds, at the offices office of Xxxxxxx XxXxxxxxx Stroock & Stroock & Xxxxx LLP, New York000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York not later than 10:00 A.M., New York City time, time on February 2428, 2011 2003, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determineSponsor agree in writing, such time being herein referred to as the “"Closing Date,” against delivery to the Indenture Trustee as custodian for DTC of the Global ." The Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxxxx XxXxxxxxx LLP on the Closing Date. The certificate for the Certificates so to be so delivered will be in definitive form, in authorized denominations and initially represented by one or more Notes registered in the name of Cede & Co., the Company and nominee of DTC. The interests of beneficial owners of the Notes will be made represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available for checking at the above office of Xxxxxxx XxXxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) only under the Exchange Act, limited circumstances specified in the parties hereto have agreed that the Closing Date will be not later than February 24, 2011, unless otherwise agreed to as described aboveBasic Documents.