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, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company Depositor agrees to issue and cause the Trust to sell to the Initial Purchasereach Underwriter, and the Initial Purchaser agrees each Underwriter agrees, severally and not jointly, to purchase all from the Trust the respective principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the a purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, “Purchase Price”) equal to such account or accounts “Price $” as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Datespecified on Schedule II hereto. Such delivery Delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., [__]:[__] [__].m. (New York City time) on [__________], on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchaser may designateRepresentative and the Depositor, at least 24 hours the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the Closing Datecompletion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that [____], individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser agrees each Underwriter agrees, severally and not jointly, to purchase all from the Issuers the Notes, at a purchase price of 100.000% of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunderthereof, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior plus accrued interest, if any, from December 2, 2016 to the Closing Date, the principal amount of the Notes set forth opposite such Underwriter’s name in Schedule I hereto. Delivery of the Notes shall be delivered by or on behalf of made through The Depository Trust Company (“DTC”) unless the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company Representative shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateotherwise instruct. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Issuers”), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on February 4December 2, 20042016, or at such other place, time or date as the Initial Purchaser, on the one hand, Representative and the Company, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to herein as the "“Closing Date." ”. The Company Issuers will make such the certificate or certificates for representing the Notes available for checking and packaging examination by the Initial Purchaser Underwriters at its offices in the New York, New YorkYork offices of Counsel for the Issuers not later than 10:00 A.M., or at such other place as New York City time on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date. Immediately following the Closing Date, the Issuers agree to pay by wire transfer of immediately available funds discounts or commissions in connection with the sale of the Notes equal to 1.25% of the aggregate principal amount of the Notes to the Representative for the respective accounts of the several Underwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser Purchaser, agrees to purchase all of the Notes from the Company Company, at 57.1354.101% of their principal amount at maturitymaturity of the Senior Discount Notes. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 420, 20041998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of BT Alex. ▇▇▇▇▇ Incorporated in New York, New York, or at such other place as the Initial Purchaser BT Alex. ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Subsidiary Guarantors at 57.1397.955% of their principal amount at maturityamount, plus accrued interest, if any, from October 1, 2004 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company of at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇C▇▇▇▇▇ ▇▇▇▇▇▇ & ▇R▇▇▇▇▇▇ LLP, ▇8▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4November 8, 2004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1398.000% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Representatives request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial PurchaserRepresentatives, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4January 28, 20042011, or at such other place, time or date as the Initial PurchaserRepresentatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Representatives at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company the principal amount of Notes set forth opposite its name on Schedule 1 hereto at 57.1397.0000% of their principal amount at maturityamount. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇White & Case, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4November 26, 20041997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as designated by the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter and each Underwriter, severally and the Initial Purchaser not jointly, agrees to purchase all from the Company the number of Notes set forth opposite their respective names on Schedule I hereto together with any additional number of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The purchase price for the Senior Notes will be $980 per $1,000 principal amount of Senior Notes. The purchase price for the Subordinate Notes will be $980 per $1,000 principal amount of Subordinated Notes. (b) Delivery of the Notes from to be purchased by the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Underwriters and payment for the Notes therefor shall be made at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ , ▇▇▇▇▇ (or such other place as may be agreed to by the Company and the Lead Managers) at 10:00 A.M., 9:00 a.m. New York time, on February 4January 31, 20042006, or at such other place, time or and date as may be agreed by the Initial Purchaser, on the one hand, Company and the Company, on Lead Managers (the other hand, may agree upon, such time and date of delivery against payment being herein referred to as such closing are called the "“Closing Date”)." The Company will make such certificate or certificates (c) Payment for the Notes shall be made at the Closing Date by wire transfer of immediately available funds to the order of the Company. It is understood that Bear ▇▇▇▇▇▇▇ has been authorized, for checking its own account and packaging by the Initial Purchaser at its offices in New Yorkaccounts of the several Underwriters, New Yorkto accept delivery of and receipt for, and make payment of the purchase price for, the Notes the Underwriters have agreed to purchase. The Company shall deliver, or cause to be delivered, to Bear ▇▇▇▇▇▇▇ for the accounts of the several Underwriters the Notes at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”) unless Bear ▇▇▇▇▇▇▇ shall otherwise instruct following reasonable notice. (d) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of the Notes) were negotiated at arm’s length; (ii) no fiduciary or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety; and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have to the Company in any other capacity.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $175,000,000 aggregate principal amount of Notes to the Initial PurchaserPurchasers, and each of the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all of the Notes from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 57.13a purchase price equal to 97.0% of their the principal amount at maturitythereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial PurchaserPurchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), net in Federal or other funds immediately available to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Initial Purchasers”), ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., New York City time, on February 4March 12, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at its the offices in New Yorkof Counsel for the Initial Purchasers not later than 10:00 A.M., New York, or at such other place as York City time on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $350,000,000 aggregate principal amount of Notes, and each of the Initial PurchaserPurchasers, severally and the Initial Purchaser not jointly, agrees to purchase all of the Notes from the Company at 57.13% of their the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at maturitythe purchase price set forth on Schedule III hereto (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representative for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser Representative requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representative for the respective accounts of the Initial PurchaserPurchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), net in Federal or other funds immediately available to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of K▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇E▇▇▇▇ LLPLLP (“Counsel for the Issuer”), 1▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on February 4March 16, 20042007, or at such other place, time or date as the Initial Purchaser, on the one hand, Representative and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at its offices in the New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as New York City time on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, to purchase all of the Notes from the Company the principal amount of Notes set forth opposite their respective names on Schedule 1 hereto at 57.1397.25% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchaser Purchasers requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the such Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same of same-day funds), net of the overnight cost of such funds, 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 Notes shall be made at the offices of Jone▇, ▇▇▇▇▇▇ ▇▇▇▇y, Reav▇▇ & ▇▇▇▇▇ogu▇ ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.New York, New York timeon April 1, on February 4, 20041998, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its offices in New York, New York, or Purchasers at such other place as designated by the Initial Purchaser may designate, Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company Depositor agrees to issue and cause the Trust to sell to the Initial Purchasereach Underwriter, and the Initial Purchaser agrees each Underwriter agrees, severally and not jointly, to purchase all from the Trust the respective principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the a purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, “Purchase Price”) equal to such account or accounts “Price $” as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Datespecified on Schedule II hereto. Such delivery Delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. (New York City time, ) on February 414, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, 2024 (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchaser may designateRepresentative and the Depositor, at least 24 hours the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the Closing Datecompletion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that Barclays Capital Inc., individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the several Initial Purchasers, all of the Notes, and subject to the conditions set forth herein and on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthagreements herein, the Company agrees to issue Initial Purchasers agree, severally and sell to the Initial Purchasernot jointly, and the Initial Purchaser agrees to purchase all from the Company the aggregate principal amount of the Notes from the Company set forth opposite their names on Schedule A, at 57.13a purchase price of 98.75% of their the principal amount at maturity. thereof payable on the Closing Date. (b) One or more certificates for the Notes in definitive form for the Notes that to be purchased by 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 at least 36 hours prior to the Closing Date, Purchasers shall be delivered by or on behalf of the Company to the Initial Purchaserto, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes therefor shall be made at at, the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ LLP (or such other place as may be agreed to by the Company and SunTrust) at 10:00 A.M., 9:00 a.m. New York City time, on February 4June 2, 20042020, or at such other place, time or and date as SunTrust shall designate by notice to the Initial Purchaser, on Company (the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as such closing are called the "“Closing Date." ”). The Company will make such certificate hereby acknowledges that circumstances under which SunTrust may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 15 hereof. (c) The Company shall deliver, or cause to be delivered, to SunTrust for the accounts of the several Initial Purchasers certificates for the Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), and shall be made available for checking inspection on the business day preceding the Closing Date at a location in New York City, as SunTrust may designate. Time shall be of the essence, and packaging by delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. (d) Each Initial Purchaser at its offices severally and not jointly represents and warrants to, and agrees with, the Company that: (i) it will solicit offers for the Notes only (a) from, and will offer such Notes only to, persons who it reasonably believes are “qualified institutional buyers” within the meaning of Rule 144A (“Qualified Institutional Buyers”) in New Yorktransactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement; (ii) it is an institutional “accredited investor” within the meaning of Rule 501(a)(1), New York(2), (3) or (7) under the Securities Act; and (iii) it has not solicited offers for, or at such other place as offered or sold, and will not solicit offers for, or offer to sell the Initial Purchaser may designate, at least 24 hours prior to Notes in any manner involving a public offering within the Closing Datemeaning of Section 4(a)(2) of the Securities Act.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all from the Company, the principal amount of the Firm Notes from the Company set forth opposite their respective names in Schedule I hereto at 57.13a purchase price equal to 100% of their such principal amount at maturityLESS an underwriting discount of 3% of such principal amount. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Payment of the purchase price therefor by wire transfer (same day funds)for, net of and delivery of, the overnight cost of such 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 Firm Notes shall will be made at the offices of Bear ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. (the "Representative") at ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., a.m. (New York City time) on November 26, on February 41996, 2004unless postponed in accordance with Section 9 hereof, or at such other place, time or and date as the Initial Purchaser, on the one hand, may be mutually agreed in writing between you and the Company, on Company (the other hand, may agree upon, such time and date of such payment and delivery against payment being herein called the "CLOSING DATE"). (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Initial Purchasers the option to purchase, severally and not jointly, up to U.S. $9,750,000 aggregate principal amount of Optional Notes, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Initial Purchasers, at the same purchase price to be paid by the Initial Purchasers to the Company for the Firm Notes as set forth in Section 2(a). This option may be exercised, in whole or in part, on one occasion only at any time on or before the 30th day following the date of the Offering Circular, by written notice to the Company by the Representative on behalf of the Initial Purchasers. Such notice shall set forth the aggregate principal amount of Optional Notes to be purchased pursuant to such exercise of the option and the date and time, as reasonably determined by the Representative, when the Optional Notes are to be delivered (such date and time being herein sometimes referred to as the "ADDITIONAL CLOSING DATE"); PROVIDED that the Additional Closing Date." Date shall not be earlier than (x) the Closing Date or (y) the second full business day after the date on which the option shall have been exercised, nor later than the eighth full business day after the date on which the option shall have been exercised (unless such date and time are postponed in accordance with Section 9 hereof). The Company will make such certificate or certificates for principal amount of the Optional Notes available for checking and packaging to be purchased by the each Initial Purchaser at its offices in New York, New York, or at upon such other place exercise shall bear the same ratio to the aggregate principal amount of Optional Notes being purchased upon such exercise as the principal amount of Firm Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount of Firm Notes, subject to such adjustments to eliminate fractional amounts as the Representative in its sole discretion may designate, at least 24 hours make. (c) At or prior to the Closing Date and the Additional Closing Date (if any) hereunder, the Company shall execute and deliver for authentication the Notes to be purchased and sold on such date and shall deposit such Notes (except for those purchased by "institutional accredited investors" which shall be in definitive form) 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 therein. The Initial Purchasers shall pay or cause the purchase price for such Notes to be paid to or upon the order of the Company by wire transfer of same day funds against delivery of such Notes to or for the respective accounts of the Initial Purchasers. Certificates evidencing the Notes shall be registered in the name of Cede & Co. as nominee for DTC or such other name or names and in such authorized denominations as the Representative may request in writing at least two full business days prior to the Closing Date or the Additional Closing Date, as the case may be. The Company will permit the Representative to inspect such certificates at the offices of the Representative at least one full business day prior to the Closing Date and the Additional Closing Date (if any).

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase all of the Notes from the Company Company, the Notes, at 57.1397.25% of their principal amount as set forth in Schedule II. In addition, the Initial Purchasers may, upon written notice (the “Notice”) given to the Company at maturityany time (but not more than once) on or before the thirtieth (30th) day subsequent to the date of this Agreement, purchase all or less than all of the Optional Notes at the purchase price of the Notes. The Company agrees to sell to the Initial Purchasers the aggregate principal amount of Optional Notes specified in the Notice and the Initial Purchasers agree to purchase such Optional Notes. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon written notice to the Company at least 36 48 hours prior to the Closing Date or the Additional Closing Date, as the case may be, shall be delivered by or on behalf of the Company to the Initial PurchaserCompany, against payment by or on behalf of the Initial Purchaser Purchasers, of the purchase price therefor therefore by wire transfer (same day funds), net of immediately available funds to the account of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or previously designated by such means as the parties hereto shall agree prior to the Closing Dateit in writing. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, with respect to the Firm Notes, at 10:00 9:00 A.M., New York time, on February 4August 12, 20042003, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date,” and with respect to the Optional Notes, such time and date determined by the Initial Purchasers which may be the same time and date as the Closing Date but shall not be earlier than the Closing Date, such time and date of delivery against payment being herein referred to as the “Additional Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices in New York, New York, or at such other place as the Initial Purchaser may designate, York of CIBC World Markets Corp. at least 24 hours prior to the Closing Date or the Additional Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company at 57.1397% of their principal amount at maturityamount, the Notes. One or more certificates in definitive form 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 written notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇Cahi▇▇ ▇▇▇▇▇▇ & ▇ein▇▇▇▇▇▇ LLP, ▇▇ ▇P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇ 10:00 A.M., New York time, on February 4July 31, 20041998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of BT Alex. ▇▇ow▇ ▇▇▇orporated in New York, New York, or at such other place as the Initial Purchaser BT Alex. ▇▇ow▇ ▇▇▇orporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1398.735% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Citigroup Center, ▇▇▇ LLP, ▇▇ . ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4May 14, 2004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 57.13a price equal to 97.599% of their principal amount at maturityamount, plus accrued interest, if any, from October 7, 2020 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇New York, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 4October 9, 2004, 2020 or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Underwriters at its the offices in New Yorkof Skadden, New YorkArps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Initial Purchaser Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters agree, severally and not jointly, to purchase all of the Notes in the respective principal amounts set forth on Schedule 1 hereto from the Company at 57.1399.000% of their principal amount at maturityamount. One The Notes to be purchased by the Underwriters hereunder will be represented by one or more global certificates in definitive book-entry form for which will be deposited by or on behalf of the Company with The Depository Trust Company. Such global certificate or certificates representing the Notes that the Initial Purchaser has agreed to purchase hereunder, and shall be in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, and shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4December 10, 20042010, or at such other place, time or date as the Initial PurchaserRepresentatives, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such global certificate or certificates for representing the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Initial Purchaser Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser$10,000,000 aggregate principal amount of Notes, and the Initial Purchaser agrees to purchase all of (the Notes “Initial Purchase”) from the Company $10,000,000 aggregate principal amount of Notes at 57.13a purchase price equal to $10,050,000. (b) Purchaser shall have the option to purchase (the “Option”), and if such Option is exercised, the Company hereby agrees to issue and sell to Purchaser, up to an additional $3,000,000 aggregate principal amount of Notes at a purchase price equal to 100% of their the principal amount at maturitythereof. One The exercise of such option by Purchaser shall be in its sole discretion, given by written notice to the Company on or before July 12, 2004 (the “Option Notice”). (c) At the closing of the Initial Purchase and the Option, if applicable, one or more certificates in definitive form as instructed by the Purchaser for the Notes that the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests shall request upon notice to the Company at least 36 48 hours prior to the Closing Date or the Option Closing Date, as the case may be, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), net the “Wired Funds”) to the account of the overnight cost Company. The closing of such 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 Notes Initial Purchase shall be made at the offices of Cadwalader, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., am (New York timeTime), on February 4January 16, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The closing of the Option, if any, shall be made at the offices of Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 am (New York Time), seven (7) Business Days following receipt by the Company of the Option Notice, or at such other place, time or date as the Purchaser and the Company may agree upon, such time and date of delivery against payment being herein referred to as the “Option Closing Date”. The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices in New Yorkof Cadwalader, New York, or at such other place as the Initial Purchaser may designate, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP at least 24 hours prior to the Closing Date and the Option Closing Date, if applicable.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.13% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ [—] at 10:00 [—] A.M., New York [—] time, on February 4[—], 2004[—], or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of [—] in New York, New York[—], or at such other place as the Initial Purchaser [—] may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, MergerCo and, at and as of the Company agrees Effective Time, EHI and the Subsidiary Guarantor agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of purchase, the Notes from the Company Securities at 57.1397% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered regis- tered in such name or names as the Initial Purchaser requests upon notice to the Company MergerCo at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company MergerCo to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, immediately available funds to such account or accounts as the Company MergerCo shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. All certificates will be signed by EHI and Elgar. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York time, on February 43, 20041998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the CompanyMergerCo, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company MergerCo will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of BT Alex. ▇▇▇▇▇ Incorporated in New York, New York, or at such other place as the Initial Purchaser BT Alex. ▇▇▇▇▇ Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers, acting severally and not jointly, agrees to purchase all of the Notes from the Company the Notes at 57.1397% of their principal amount at maturityamounts, in the respective principal amounts set forth opposite its name on Schedule 2 hereto. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 thirty-six (36) hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers on the Closing Date, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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. The Notes will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company or its designated custodian. For purposes of Rule 15c6- 1 under the Exchange Act, the Closing Date shall be the date for payment of funds and delivery of securities for all the Notes sold pursuant to the offering of the Notes. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Winston & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ Chicago, Illinois, at 10:00 A.M., New York Chicago time, on February 4July 31, 20041998, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Winston & ▇▇▇▇▇▇ in New YorkChicago, New YorkIllinois, or at such other place as the Initial Purchaser BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ may designate, at least 24 twenty-four (24) hours prior to the Closing Date. The Company hereby agrees to pay any transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company Company, at 57.1398.878% of their principal amount at maturityplus accrued interest from March 1, 1997. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Cravath, Swaine & ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York time, on February 4March 10, 20041997, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." ". The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Bear, ▇▇▇▇▇▇▇ & Co. Inc. in New York, New York, or at such other place as the Initial Purchaser Bear, ▇▇▇▇▇▇▇ & Co. Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the ▇▇▇▇▇ ("Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New YorkUNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 A.M., New York City time, on the ninth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the Company, the principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 97.50% of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunderthereof, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior plus accrued interest (if any) to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Date (as defined below). Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificate(s) for, the Firm Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPUBS Securities LLC, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., a.m. New York time, on February 4July 20, 2004, 2007 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate ” (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 certificates executive order to be closed). Payment for the Firm Notes available for checking and packaging to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Initial Purchaser at its offices Company, against delivery of the Firm Notes to the Underwriters. The Firm Notes will be evidenced by a single definitive global certificate in New Yorkbook entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters to purchase severally the Option Notes at the purchase price as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by the Representatives to the Company setting forth the principal amount of Option Notes as to which the several Underwriters are exercising the option and the time and date at which such Option Notes are to be delivered. The time and date at which the Option Notes are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The option with respect to the Option Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Underwriters. The Representatives may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Notes shall be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Option Notes to the Underwriters. Such payment and delivery are to be made at the offices of UBS Securities LLC, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, at 10:00 a.m. New York time, on the Option Closing Date. To the extent, if any, that the option is exercised, the Option Notes will be evidenced by a single definitive global certificate in book entry form, fully registered in the name of Cede & Co., as nominee for DTC, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Option Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Option Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 57.13100% of their principal amount at maturityamount. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇White & Case, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4October 23, 20041996, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its the offices of the Initial Purchaser in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Depositor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial Purchasereach of the Underwriters, severally and not jointly, who, upon the Initial Purchaser agrees basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase all the respective principal amount of the Notes from set forth opposite the Company at 57.13% name of their principal amount at maturitysuch Underwriter in Schedule A hereto. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Depositor to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Servicer will be obligated, shall 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 or on behalf the Depositor to each Underwriter (which delivery shall be made through the facilities of the The Depository Trust Company to the Initial Purchaser, (“DTC”)) against payment by or on behalf of the Initial Purchaser of the purchase price therefor percentage therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior federal funds wire payable to the Closing DateDepositor, or as directed by such means as the parties hereto Sponsor. Settlement shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇1301 Avenue of the Americas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4June 29, 2004, 2006 or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Depositor determine (such time and date of delivery against payment being herein referred to as the "“Closing Date." ”). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Depositor agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriters in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all from the Company, the principal amount of the Notes from the Company set forth opposite their respective names in Schedule I hereto at 57.13a purchase price equal to 97% of their such principal amount at maturityamount. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such fundsand delivery of, 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 Notes shall will be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Bear ▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ at 9:30 a.m. (New York City time) on August 20, 1996, 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"). (b) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Initial Purchasers the option to purchase, severally and not jointly, up to U.S. $15,000,000 in principal amount of Optional Notes, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Initial Purchaser, at the same purchase price to be paid by the Initial Purchasers to the Company for the Firm Notes as set forth in Section 2(a). This option may be exercised at any time, in whole or in part, on or before the 30th day following the date of the Offering Circular, by written notice by Bear ▇▇▇▇▇▇▇ on behalf of the Initial Purchasers to the Company. Such notice shall set forth the aggregate principal amount of Optional Notes to be purchased pursuant to the option and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇, when the Optional Notes are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); PROVIDED that the Additional Closing Date shall not be earlier than (x) the Closing Date or (y) the second full business day after the date on which the option shall have been exercised, nor later than the eighth full business day after the date on which the option shall have been exercised (unless such date and time are postponed in accordance with Section 9 hereof). The principal amount of the Optional Notes to be sold to each Initial Purchasers shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Notes being purchased as the principal amount of Firm Notes set forth opposite the name of such Initial Purchasers in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount of Firm Notes, subject to such adjustments to eliminate fractional amounts as Bear ▇▇▇▇▇▇▇ in its sole discretion may make. (c) At or prior to the Closing Date and any Additional Closing Date hereunder, the Company shall execute and deliver to the Trustee for authentication (i) the Notes to be purchased and sold on such date and shall deposit such Notes with the Trustee as custodian for 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 therein and/or (ii) one or more certificates in global or definitive form 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 and Bear ▇▇▇▇▇▇▇ 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 certified or official bank check or checks, in New York Clearing House or similar 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 Bear ▇▇▇▇▇▇▇ may request in writing at least two full business days prior to the Closing Date or applicable Additional Closing Date, as the case may be, the name of Cede & Co. as nominee for DTC. The Company will permit you to inspect such certificates at the offices of Bear ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇▇▇▇▇▇, New York time▇▇▇ ▇▇▇▇, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as the Initial Purchaser may designate, ▇▇ ▇▇▇▇▇ at least 24 hours one full business day prior to the Closing Date and each Additional Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers, acting severally and not jointly, agrees to purchase all of the Notes in the respective amounts set forth on SCHEDULE 1 hereto from the Company at 57.1397.0% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4November 25, 20041996, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of BT Securities Corporation in New York, New York, or at such other place as the Initial Purchaser BT Securities Corporation may designate, at least 24 hours prior to the Closing Date. The Company shall not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter and each Underwriter, severally and the Initial Purchaser not jointly, agrees to purchase all from the Company, at a purchase price of 97.5% of the Notes from amount set forth opposite the Company at 57.13% name of their such Underwriter in on Schedule I hereto, the aggregate principal amount at maturity. One or more certificates in definitive form for of Notes set forth opposite the respective names of the Underwriters on Schedule I hereto together with any additional aggregate principal amount of Notes that the Initial Purchaser has agreed which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice pursuant to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates representing, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Weil, Gotshal & ▇▇▇▇▇▇▇ LLP, 767 ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on February 4June 30, 20042003 (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the determination of the public offering price of the Notes), or at such other place, time or not later than ten business days after such date as shall be agreed upon by the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may agree upon, Company (such time and date of payment and delivery against payment being herein referred to as called the "“Closing Date”)." The (c) Payment of the purchase price for the Notes shall be made by wire transfer in same day funds to or as directed by the Company will make such certificate or upon delivery of certificates for the Notes available to the Representatives through the facilities of The Depository Trust Company (“DTC”) for checking the respective accounts of the several Underwriters. Certificates for the Notes shall be registered in such name or names and packaging by the Initial Purchaser at its offices shall be in New York, New York, or at such other place denominations as the Initial Purchaser Representatives may designate, request at least 24 hours two business days before the Closing Date. The Company will permit the Representatives to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Firm Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1397.625% of their principal amount at maturity. amount. (b) One or more certificates in definitive form for the Firm Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers through the facilities of The Depository Trust Company in New York, New York, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Firm Notes shall be made at the offices of ▇▇▇Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ at 10:00 A.M., New York time, on February 4September 29, 20042009, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment for the Firm Notes being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (c) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $60,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time and from time to time upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the principal amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called an “Option Closing Date” and shall be determined by the Representatives. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 10 business days after the date of such notice. The principal amount of Optional Notes to be purchased by each Initial Purchaser shall be in the same proportion to the total number of Optional Notes being purchased as the number of Firm Notes being purchased by such Initial Purchaser bears to the total principal amount of Firm Notes (subject to such adjustments to eliminate any principal amount below $1,000). The option with respect to the Optional Notes granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Notes by the Initial Purchasers. You, as Representatives of the several Initial Purchasers, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, the Representatives shall purchase the Optional Notes as described herein and payment for the Optional Notes shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial Purchasereach of the Underwriters, severally and not jointly, who, upon the Initial Purchaser agrees basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase all the respective principal amount of the Notes from set forth opposite the Company at 57.13% name of their principal amount at maturitysuch Underwriter in Schedule A hereto. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Servicer will be obligated, shall 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 or on behalf the Seller to each Underwriter (which delivery shall be made through the facilities of the The Depository Trust Company to the Initial Purchaser, (“DTC”)) against payment by or on behalf of the Initial Purchaser of the purchase price therefor percentage therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior federal funds wire payable to the Closing DateSeller, or as directed by such means as the parties hereto Sponsor. Settlement shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, 1▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4November 22, 2004, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "“Closing Date." ”). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriters in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser agrees each Underwriter agrees, severally and not jointly, to purchase all from the Issuers (i) with respect to the 2021 Notes, at a purchase price of 100.250% of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunderthereof, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior plus accrued interest, if any, from April 15, 2016 to the Closing Date, shall be delivered by or on behalf the principal amount of the Company 2021 Notes set forth opposite such Underwriter’s name in Schedule I hereto and (ii) with respect to the Initial Purchaser2024 Notes, against payment by or on behalf at a purchase price of 98.75% of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds)principal amount thereof, net of the overnight cost of such fundsplus accrued interest, to such account or accounts as the Company shall specify prior if any, from May 12, 2016 to the Closing Date, or by the principal amount of the 2024 Notes set forth opposite such means as Underwriter’s name in Schedule I hereto. Delivery of the parties hereto Notes shall agree prior to be made through The Depository Trust Company (“DTC”) unless the Closing DateRepresentative shall otherwise instruct. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Issuers”), ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, on February 4May 12, 20042016, or at such other place, time or date as the Initial Purchaser, on the one hand, Representative and the Company, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to herein as the "“Closing Date." ”. The Company Issuers will make such the certificate or certificates for representing the Notes available for checking and packaging examination by the Initial Purchaser Underwriters at its offices in the New York, New YorkYork offices of Counsel for the Issuers not later than 10:00 A.M., or at such other place as New York City time on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date. Immediately following the Closing Date, the Issuers agree to pay by wire transfer of immediately available funds discounts or commissions in connection with the sale of the 2021 Notes equal to 1.25% of the aggregate principal amount of the 2021 Notes to the Representative for the respective accounts of the several Underwriters.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.13100% of their principal amount at maturityless an Initial Purchasers' fee of 2.25% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:▇▇ ▇.▇., ▇▇▇ ▇ork ▇▇▇▇, ▇n J▇▇▇ ▇▇▇▇▇▇ & , ▇▇▇▇▇, ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other placece, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase all from the Company, the Firm Notes at a purchase price of 97.0% of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for thereof, plus accrued interest, if any, from November 22, 2002. (b) The Company will deliver the Firm 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by the Initial Purchasers of the purchase price therefor in immediately available funds by wire transfer to an account designated by the Company (provided that the Company shall give at least two business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer) prior to 10:00 a.m., New York City time, on November 22, 2002, or at such other time and date as may be agreed upon by the Company and Bear, ▇▇▇▇▇▇▇ & Co. Inc., on behalf of the Initial Purchaser Purchasers. Delivery of the purchase price therefor documents required by wire transfer (same day funds), net of the overnight cost of such funds, Section 9 hereof with respect 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 Notes shall be made at such time and date at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004▇▇▇▇▇, or at such other placelocation as may be agreed upon by the Company and Bear, time or date as ▇▇▇▇▇▇▇ & Co. Inc., on behalf of the Initial PurchaserPurchasers. For purposes of this Agreement, "Closing Date" shall mean the hour and date of such delivery and payment. (c) In addition, on the one handbasis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers to purchase up to $15,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Initial Purchasers to the Company, on which notice may be given at any time within 30 days from the other handdate of this Agreement, only for the purpose of covering over-allotments which may agree uponbe made in connection with the offering and distribution of the Firm Notes. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term "Closing Date" shall refer to the time and date of delivery against payment being herein referred of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date" and shall be determined by the Initial Purchasers. Such date may be the same as the "Closing Date but not earlier than the Closing Date." . The Company will make such certificate deliver the Optional Notes on the Closing Date or certificates for the Notes available for checking and packaging Additional Closing Date, as the case may be, against payment by the Initial Purchasers of the purchase price therefor in immediately available funds by wire transfer to the account designated by the Company. If any Optional Notes are to be purchased, each Initial Purchaser agrees to purchase the principal amount of Optional Notes (subject to such adjustments to eliminate fractional amounts as Bear, ▇▇▇▇▇▇▇ & Co. Inc. in its sole discretion shall determine) that bears the same proportion to the total principal amount of Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule 1 opposite the name of such Initial Purchaser bears to the total principal amount of Firm Notes. The Initial Purchasers may cancel the option at any time prior to its offices expiration by giving written notice of such cancellation to the Company. (d) Delivery of the Notes on the Closing Date and any Additional Closing Date will be in book-entry form through the facilities of The Depository Trust Company, New York, New YorkYork ("DTC"). One or more notes in definitive global form, or at such other place registered in the name of Cede & Co., as nominee of DTC, having an amount corresponding to the principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be made available to the Initial Purchaser may designatePurchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date and the Additional Closing Date, at least 24 hours prior if applicable. The Company will cause the Trustee to deposit as original issue the Global Note pursuant to the Closing DateFull Fast Delivery Program of DTC.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, to purchase all of the Notes from the Company the principal amount of Notes set forth opposite their respective names on Schedule 1 hereto at 57.1397% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchaser Purchasers requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the such Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇ LLPCase on December 10, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 20041997, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its offices in New York, New York, or Purchasers at such other place as designated by the Initial Purchaser may designate, Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial PurchaserUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the Initial Purchaser conditions hereinafter stated, hereby agrees to purchase all the entire aggregate principal amount of the Notes, consisting of the Class A-1 Notes from in the Company at 57.13% amount of their principal $68,704,000 and the Class A-2 Notes in the amount at maturityof $138,694,000. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Sponsor to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall 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 or on behalf of the Company Sponsor to the Initial Purchaser, Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment by or on behalf of the Initial Purchaser of the purchase price therefor therefor, set forth on Schedule 1 hereto, by wire transfer (a same day funds), net federal funds wire payable to the order of the overnight cost of such funds, to such account or accounts as the Company Sponsor. Settlement shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4July 25, 20042002, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriter and the Company, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the "Closing Date." "). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriter in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the ▇▇▇▇▇ ("Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New YorkUNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 A.M., New York City time, on the ninth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the 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 98.647% of the principal amount thereof, plus accrued interest (if any) to the 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 from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 DateRepresentatives. Such payment and delivery of and payment for the Notes shall are to be made at the offices of ▇▇▇▇▇▇ ▇, Halter & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ , at 10:00 A.M., a.m. New York time, on February 4April 7, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue Underwriters, acting severally and sell to the Initial Purchasernot jointly, and the Initial Purchaser agrees agree to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1399.327% of their principal amount at maturity. amount. (b) One or more global certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4August 15, 20042025, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Initial Purchaser BofA Securities, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $350,000,000 aggregate principal amount of Notes, and each of the Initial PurchaserPurchasers, severally and the Initial Purchaser agrees not jointly, agree to purchase all of the Notes from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 57.13a purchase price equal to 97.777% of their the principal amount at maturitythereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial PurchaserPurchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), net in Federal or other funds immediately available to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Initial Purchasers”), ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on February 4May 10, 20042012, or at such other place, time or date as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at its offices in the New YorkYork City, New York, or at such other place as York offices of Counsel for the Initial Purchaser may designatePurchasers not later than 10:00 A.M., at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on SCHEDULE 1 hereto from the Company at 57.1397.0% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4June 16, 20041999, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser$315,000,000 aggregate principal amount of Senior Notes and $100,000,000 aggregate principal amount of Senior Subordinated Notes, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all of the Notes from the Company Notes at 57.13a purchase price equal to, respectively, 98.00% of their the principal amount at maturityof the Senior Notes, and 87.75% of the principal amount of the Senior Subordinated Notes in such amounts as set forth in Schedule I hereto. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), net the “Wired Funds”) to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4May 13, 20042005, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for each of the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices in New York, New York, or at such other place as York of Shearman & Sterling LLP (“Counsel for the Initial Purchaser may designate, Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchaser$400,000,000 aggregate principal amount of Notes, and the each Initial Purchaser severally and not jointly agrees to purchase all from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 98.04% (representing a gross purchase price of 100.000%, less the Initial Purchasers’ 1.96% discount) of the Notes from the Company at 57.13% of their aggregate principal amount at maturitythereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Citi, for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser Citi requests upon notice to the Company at least 36 hours Issuers not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Issuers to the Initial PurchaserPurchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), net in federal or other funds immediately available to the account of the overnight cost of such 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 DateIssuers. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPllp (“Counsel for the Initial Purchaser”), ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇, at 10:00 A.M., New York City time, on February 4May 10, 20042013, or at such other place, time or date as the Initial Purchaser, on the one hand, Citi and the Company, on the other hand, Issuers may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at its offices in the New York, New York, or at such other place as York offices of Counsel for the Initial Purchaser may designatenot later than 10:00 A.M., at least 24 hours New York City time, on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, any Issuer or any other person. Additionally, the Initial Purchasers are not advising either Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuers shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuers with respect thereto. Any review by the Initial Purchasers of the Issuers, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuers.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes from the Company the Notes in the respective amounts set forth in Schedule I hereto at 57.1398.0% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Kirk▇▇▇▇ & ▇lli▇, ▇▇0 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇Illinois 60601, ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York Chicago time, on February 4June 12, 20041997, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of BT Securities Corporation in New York, New York, or at such other place as the Initial Purchaser BT Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter and each Underwriter, severally and the Initial Purchaser not jointly, agrees to purchase all from the Company, at a purchase price of 96.369% of the amount set forth opposite the name of such Underwriter on Schedule I hereto, the aggregate principal amount of the Notes from set forth opposite the Company at 57.13% respective names of their the Underwriter on Schedule I hereto together with any additional aggregate principal amount at maturity. One or more certificates in definitive form for the of Notes that the Initial Purchaser has agreed which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice pursuant to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates representing, the Notes shall be made at the offices office of Irell & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & , or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ LLPand the Company, ▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on Thursday, September 25, 2003 (unless postponed in accordance with the provisions of Section 9 hereof) following the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by Bear ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, Company (such time and date of payment and delivery against payment being herein referred to as called the "“Closing Date”)." The (c) Payment of the purchase price for the Notes shall be made by wire transfer in same day funds to or as directed by the Company will make such certificate or upon delivery of certificates for the Notes available to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for checking the respective accounts of the several Underwriters. Certificates for the Notes shall be registered in such name or names and packaging by the Initial Purchaser at its offices shall be in New York, New York, or at such other place denominations as the Initial Purchaser Bear ▇▇▇▇▇▇▇ may designate, request at least 24 hours two business days before the Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1397.26125% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPllp, ▇▇ ▇80 P▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇ 10:00 A.M., New York time, on February 4March 9, 20042010, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of ▇▇▇▇▇▇▇▇▇ & Company, Inc. in New York, New York, or at such other place as the Initial Purchaser ▇▇▇▇▇▇▇▇▇ & Company, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the 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 98.5770% of the principal amount thereof, plus accrued interest (if any) to the 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 from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 DateRepresentatives. Such payment and delivery of and payment for the Notes shall are to be made at the offices of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇, at 10:00 A.M., a.m. New York time, on February 4March 1, 2004, 2016 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On (a) Subject to the terms and conditions herein set forth and on the basis of the representations, warranties, covenants and agreements herein contained, the Company agrees to sell to the Initial Purchasers, and covenants herein contained the Initial Purchasers agree to purchase, severally and subject not jointly, from the Company, the aggregate principal amount of Notes set forth opposite such Initial Purchasers' names in Schedule I hereto at a purchase price equal to 97.000% of the principal amount thereof. (b) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such fundsand delivery of, 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇Kirk▇▇▇▇ & ▇lli▇, ▇▇3 ▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ at 10:00 A.M., 9:00 a.m. (New York time), unless postponed as a result of the failure of the Company to satisfy any of the conditions set forth in Section 6 hereof, on February 4March 6, 2004, 1998 or at such other place, time or on such other date as shall be mutually agreed in writing between the Company and the Initial Purchaser, on Purchasers (the one hand, and the Company, on the other hand, may agree upon, such time and date of such payment and delivery against payment being herein referred to as called the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as the Initial Purchaser may designate, at "). At least 24 hours prior to the Closing Date, the Company shall execute and deliver the Notes for authentication in definitive form and in such denominations and registered in such names as the Initial Purchasers may request in writing not less than 36 hours prior to the Closing Date. The Notes shall be represented by one permanent global note, which may be subdivided ("Global Notes"), in definitive form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), for the account or accounts of participants in the DTC system (including Morg▇▇ ▇▇▇ranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") and Cedel Bank, Societe Anonyme ("Cedel Bank"), as the case may be) having an aggregate principal amount corresponding to the aggregate principal amount of the Notes purchased by the Initial Purchasers hereunder, which will be deposited by or on behalf of the Company with DTC or its designated custodian. Against delivery of the Notes to the Initial Purchasers, which will be accomplished by causing DTC to credit the account of the Initial Purchaser, the Initial Purchasers shall pay or cause to be paid to the Company the purchase price for the Notes, which payment shall be made to the Company by wire transfer or certified or official bank check or checks drawn in Federal funds or similar immediately available funds to the order of the Company.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the ▇▇▇▇▇ ("Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New YorkUnderwriters' Counsel"), or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than thirteen business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, $150,000,000 aggregate principal amount of Notes and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all of the Notes from the Company Notes at 57.13a purchase price equal to 97.757% of their the principal amount at maturityof the Notes. One or more certificates Certificates in definitive form as instructed by the Initial Purchasers for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchasers for the account of each Initial Purchaser, against payment by or on behalf of the such Initial Purchaser of the purchase price therefor by wire transfer in same-day funds (same day funds), net the “Wired Funds”) to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇Shearman & Sterling LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4March 7, 20042007, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree uponupon or as the Initial Purchasers may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for each of the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices in New York, New York, or at such other place as York of Shearman & Sterling LLP (“Counsel for the Initial Purchaser may designate, Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all from the Company, $20,000,000 aggregate principal amount of Notes at a purchase price equal to 100% of the Notes from the Company at 57.13% of their aggregate principal amount at maturityof Notes being issued and sold. One or more certificates in definitive form 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 at least 36 24 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Datetherefor. Such delivery of and payment for the Notes shall be made at the offices of Ande▇▇▇▇ ▇▇▇l & Olick, P.C., 1251 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇▇▇▇▇ ▇▇ 10:00 A.M.a.m., New York City time, on February 4December 1, 20041997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The ". With respect to Notes to be delivered in definitive certificated form, the Company will make such certificate or certificates for the such Notes available for checking and packaging by the Initial Purchaser at its the offices of Jeff▇▇▇▇▇ & ▇ompany, Inc. in New YorkLos Angeles, New York, California or at such other place as the Initial Purchaser may designate, at least 24 hours prior to on the business day next preceding the Closing Date.. Notes to be represented by one or more definitive global Notes in book-entry form will be deposited on the Closing Date, by or on behalf of

Purchase, Sale and Delivery of the Notes. a. On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the each Initial Purchaser, Purchaser and the each Initial Purchaser agrees to purchase all of the Notes purchase, severally and not jointly, from the Company the Notes in the respective principal amounts set forth opposite their names on Schedule I hereto at 57.13a purchase price of 100% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunderamount, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Dateplus accrued interest, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser if any. b. Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such fundsand delivery of, 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 Notes shall be made at the offices of ▇▇▇Latham & Watkins, 885 Th▇▇▇ ▇▇enu▇, ▇▇▇ & Yo▇▇, ▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇ ▇▇:▇▇ ▇, .▇. (▇▇▇ ▇▇▇▇ at 10:00 A.M.City time) on August 22, New York time, on February 4, 2004, 1996 or at such other place, time or and date as shall be mutually agreed between the Company and the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, Purchasers (such time and date of such payment and delivery against payment being herein referred to as called the "Closing Date." The Company will make such certificate "). At or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date, the Company shall execute and deliver for authentication one or more certificates in global or definitive form for the Notes 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 the Closing Date. Against such delivery of the Notes, the Initial Purchasers shall pay or cause to be paid to the Company the purchase price for the Notes. Payment shall be made to the Company by wire transfer of immediately available funds to an account designated by the Company. c. Each of the Initial Purchasers hereby each represents, warrants and covenants with respect to itself to the Company and the Guarantor that: (i) it is either a QIB or an Accredited Investor, with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Series A Notes; (ii) it (A) is not acquiring the Series A Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction and (B) will be reoffering and reselling the Series A Notes only to QlBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A and to a limited number of Accredited Investors that execute and deliver a letter containing certain representations and agreements in the form attached as Annex A to the Offering Memorandum; (iii) no form of general solicitation or general advertising has been or will be used by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Series A Notes, including, but not limited to, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; (iv) it will otherwise act in accordance with the terms and conditions set forth in this Agreement and in the Offering Memorandum in connection with the placement of the Notes contemplated hereby; and (v) it understands that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 7 hereof, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1397.723% of their the principal amount at maturityof the Notes. One or more certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, Underwriters against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York City time, on February 4March 28, 20042022, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as Representatives and counsel to the Initial Purchaser may designate, Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial PurchaserUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the Initial Purchaser conditions hereinafter stated, hereby agrees to purchase all the entire aggregate principal amount of the Notes from in the Company at 57.13% amount of their principal amount at maturity$54,600,000. One or more certificates in definitive form for At the Notes that time of issuance of the Notes, the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Mortgage Loans will be sold by the Initial Purchaser requests upon notice Seller to the Company at least 36 hours prior Issuer pursuant to the Closing DateSale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, shall from time to time on or before March 31, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by or on behalf of the Company Seller to the Initial Purchaser, Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds)therefor, net equal to 99.70% of the overnight cost aggregate principal amount of such fundsthe Notes. No accrued interest will be payable on the Notes, 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 Notes which shall be made dated their date of delivery. The Underwriter's fee shall be 0.30 basis points of each of the Notes. Settlement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇▇ ., ▇▇▇▇▇▇▇▇▇▇, ▇.▇▇ . ▇▇▇▇ ▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4March 27, 20041998, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriter and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "Closing Date." "). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriter in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company Issuers, the principal amounts of Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at 57.13a purchase price equal to 97.0% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes Securities 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4May 5, 20041998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Issuers will make such ------------ certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of the Initial Purchaser in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Initial PurchaserPurchasers, and each of the Initial Purchaser agrees Purchasers agrees, severally and not jointly, to purchase all of the Notes from the Company the principal amount of Notes set forth opposite its name on Schedule 1 hereto at 57.1396.75% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that each of the Initial Purchaser Purchasers has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchaser Purchasers requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to each of the Initial PurchaserPurchasers, against payment by or on behalf of the such Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Weil, Gotshal & ▇▇▇▇▇▇ ▇▇▇L.L.P., ▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4June 25, 20041997, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its offices in New York, New York, or Purchasers at such other place as designated by the Initial Purchaser may designate, Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase all of the Notes from the Company Company, at 57.1397.386% of their principal amount, the aggregate principal amount at maturityof the Notes set forth on the signature page hereof with respect to each Initial Purchaser. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer payable in immediately available (same day day) funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., New York time, on February 4March 16, 20041999, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices in New York, New YorkYork of ▇▇▇▇▇▇▇, Sachs & Co., or at such other place as the Initial Purchaser ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. may designate, designate at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the Company the principal amount of the Notes from set forth opposite the Company 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 57.13a purchase price of 99.268% of their the principal amount at maturitythereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment 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 be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of ▇▇▇Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. New York time, on February 4December 16, 2004, 2019 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York▇▇▇▇▇ (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 a.m., New York City time, on January 19, 2007 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes, which will be deposited with The Bank of New York, London Branch, or its nominee, as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. as operator of the Euroclear system (“Euroclear”), and/or Clearstream Banking, société anonyme (“Clearstream,” and together with Euroclear, the “Clearing Systems”). The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (d) The Company acknowledges and agrees that (i) the terms of this Agreement and the Offering (including the price of, and the interest rate on, the Notes) were negotiated at arm’s length between sophisticated parties represented by counsel, (ii) no fiduciary, advisory or agency relationship between the Company and the Underwriters has been created as a result of any of the transactions contemplated by this Agreement or the process leading to such transactions, irrespective of whether any Underwriter has advised or is advising any such party on other matters, (iii) the Underwriters’ obligations to the Company in respect of the Offering are set forth in this Agreement in their entirety and (iv) it has obtained such legal, tax, accounting and other advice as it deems appropriate with respect to this Agreement and the transactions contemplated hereby and any other activities undertaken in connection therewith, and it is not relying on the Underwriters with respect to any such matters. Nothing in this Agreement shall limit any duty any Underwriter may have in any other capacity. (e) The Company acknowledges and agrees that (i) in connection with the issuance of the Notes, Bear, ▇▇▇▇▇▇▇ International Limited (the “Stabilizing Manager”) (or persons acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail, (ii) there is no assurance that the Stabilizing Manager (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action and (iii) any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company at 57.1399.306% of their principal amount at maturityplus accrued interest from April 11, 2006 to the Closing Date, less the Initial Purchaser's fee of (euro)6,454,890. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇C▇▇▇▇▇ ▇▇▇▇▇▇ & ▇R▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ A▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇House, ▇▇▇ ▇▇▇▇ 6A Austin Friars, London, England EC2N 2HA at 10:00 A.M., New York London time, on February 4April 11, 20042006, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees severally, but not jointly, to purchase all of the Notes from the Company Company, the principal amount of Notes set forth opposite such Initial Purchaser's name on Schedule I hereto at 57.1399.448% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day immediately available funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M.a.m., New York time, on February 4January 21, 20041998, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing DateCLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of BT Securities Corporation in New York, New York, or at such other place as the Initial Purchaser BT Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the Company the principal amount of the Notes from set forth opposite the Company 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 57.13a purchase price of 98.869% of their the principal amount at maturitythereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment 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 be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of ▇▇▇Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. New York time, on February 4March 25, 2004, 2021 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by separate definitive global certificates in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1397.50% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4March 18, 20042005, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, the Company agrees to issue and sell each Series of Notes to the Initial PurchaserUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the Initial Purchaser conditions hereinafter stated, hereby agrees to purchase all the entire aggregate principal amount of the Adjustable Rate Notes from in the Company at 57.13% amount of their $30,000,000 and the entire aggregate principal amount at maturityof the Fixed Rate Notes in the amount of $70,000,000. One or more certificates in definitive form for At the Notes that time of issuance of the Notes, the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Mortgage Loans will be sold by the Initial Purchaser requests upon notice Seller to the Company at least 36 hours prior Issuer pursuant to the Closing DateSale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pools, shall from time to time on or before June 30, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by or on behalf of the Company Seller to the Initial Purchaser, Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds)therefor, net equal to 99.75% of the overnight cost aggregate principal amount of such fundseach Series of Notes. Accrued interest is payable on the Fixed Rate Notes, to such account or accounts as but no accrued interest will be payable on the Company shall specify prior to the Closing DateAdjustable Rate Notes, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery each of and payment for the Notes which shall be made dated their date of delivery. The Underwriter's fee shall be 25 basis points of each Series of Notes. Settlement shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇▇ ., ▇▇▇▇▇▇▇▇▇▇, ▇.▇▇ . ▇▇▇▇ ▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4June 26, 20041998, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriter and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "Closing Date." "). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriter in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Latham & Watkins, 885 Third Avenue, New York, New York 10022 ("UNDE▇▇▇▇▇▇RS' ▇▇▇▇▇▇L"), ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ ▇ed upon by you and the Company, at 10:00 A.M., New York City time, on February 4, 2004, the eighth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or at Section 9 hereof) following the date hereof or such other place, time or not later than thirteen business days after such date as the Initial Purchaser, on the one hand, shall be agreed upon by you and the Company, on the other hand, may agree upon, Company (such time and date of payment and delivery against payment being herein referred to as called the "Closing DateCLOSING DATE")." The (c) Payment for the Notes shall be made to or upon the order of the Company will make such certificate of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes available to you through the facilities of The Depository Trust Company for checking the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and packaging by the Initial Purchaser at its offices shall be in New York, New York, or at such other place denominations as the Initial Purchaser you may designate, request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue Underwriters, acting severally and sell to the Initial Purchasernot jointly, and the Initial Purchaser agrees agree to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1399.274% of their principal amount at maturity. amount. (b) One or more global certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day in immediately available funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4November 30, 20042023, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York▇▇▇▇▇ (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Initial Purchaser may designateRepresentative and the Company, at least 24 hours 9:30 a.m., New York City time, on August 10, 2012 (such time and date of payment and delivery being herein called the “Closing Date”). (c) Payment for the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the nominee of The Depositary Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Notes (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Notes duly paid by the Company. The Global note will be made available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date. (d) Each of the Company and each Guarantor acknowledges and agrees that each of the Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the Offering (including in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigations and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. (e) The Company hereby confirms its engagement of Lebenthal & Co., LLC as, and Lebenthal & Co., LLC hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Section (f)(12) of FINRA Rule 5121 (“Rule 5121”) with respect to the offering and sale of the Notes. Lebenthal & Co., LLC, solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU.”

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Company Depositor agrees to issue and cause the Trust to sell to the Initial Purchasereach Underwriter, and the Initial Purchaser agrees each Underwriter agrees, severally and not jointly, to purchase all from the Trust the respective principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the a purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, “Purchase Price”) equal to such account or accounts “Price $” as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Datespecified on Schedule II hereto. Such delivery Delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., a.m. (New York City time) on January 19, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, 2022 (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchaser may designateRepresentative and the Depositor, at least 24 hours the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the Closing Datecompletion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that MUFG Securities Americas Inc., individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase, Sale and Delivery of the Notes. On the basis of ----------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser severally, and not jointly, agrees to purchase all purchase, the respective principal amount of the Notes from the Company set forth opposite its name on Schedule I hereto at 57.1398.5% of their principal amount at maturity(the "Purchase Price"). On the Closing Date, in exchange for the Notes, the Initial Purchasers shall, and the Company hereby instructs the Initial Purchasers to, deposit with the Escrow Agent 100% of the principal amount of the Notes in the Escrow Account. Pursuant to the terms of the Escrow Agreement, (i) the Escrow Agent shall forthwith distribute, on January 3, 2003 1.5% of the principal amount of the Notes to the Initial Purchasers and (ii) upon satisfaction of the conditions giving rise to the release of funds to the Company under the Escrow Agreement, the Escrow Agent shall forthwith distribute to the Company such amounts as are specified in the Escrow Agreement. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers requests, upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Dateset forth above. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4December 20, 20042002, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the 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 99.085% of the principal amount thereof, plus accrued interest (if any) to the 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 from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 DateRepresentatives. Such payment and delivery of and payment for the Notes shall are to be made at the offices of ▇▇▇▇▇▇ ▇, Halter & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 1400 KeyBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ , at 10:00 A.M., a.m. New York time, on February 4September 10, 2004, 2010 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, at the appropriate purchase price set forth in Schedule I hereto, the principal amount of Notes set forth opposite the respective names of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates Underwriters in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York, ▇▇▇▇▇ or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 A.M. on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A of the Regulations, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire transfer in same day funds, against delivery to you for the respective accounts of the Underwriters of certificates for the Notes to be purchased by them. Certificates for the Notes shall be registered in such name or names and in such authorized denominations as you may request in writing at least 24 hours two full business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) On the Closing Date, one or more of the Notes in definitive form, registered in such names and in such denominations as specified by the Underwriters at least two business days prior to such date, having an aggregate principal amount of $100,000,000 shall be delivered by the Company to the Underwriters (or as the Underwriters direct), against payment by the Underwriters of the purchase price therefor by wire transfer of same day funds to an account or accounts designated by the Company, provided that the Company shall give at least two business days' prior written notice to the Underwriters of the information required to effect such wire transfer. The Notes shall be made available to the Underwriters for inspection not later than 9:30 a.m. New York City time on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter and each Underwriter, severally and the Initial Purchaser not jointly, agrees to purchase all of the Notes from the Company at 57.13% of their Company, the principal amount at maturityof Firm Notes set forth opposite their respective names on Schedule I hereto, together with any additional Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. One or more certificates in definitive form The purchase price 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 at least 36 hours prior to the Closing Date, shall will be delivered by or on behalf [____]% of the Company to the Initial Purchaserprincipal amount thereof plus accrued interest, against payment by or on behalf of the Initial Purchaser if any. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates representing, the Firm Notes shall be made at the offices office of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the ("Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New YorkUnderwriters' Counsel"), or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Initial Purchaser may designateCompany, at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act)/1/ (unless postponed in accordance with the provisions of Section 9 hereof) following the date of the effectiveness of the Registration Statement (or, if the Company has elected to rely upon Rule 430A under the Securities Act, the third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) after the determination of the public offering price of the Notes), or such other time not later than ten business days after such date as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment of the purchase price for the Firm Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Firm Notes to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Firm Notes shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least 24 hours two business days before the Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (c) In addition, on the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters, acting severally and not jointly, the option to purchase up to $4,500,000 principal amount of Additional Notes at the same purchase price to be paid by the Underwriters for the Firm Notes as set forth in Section 2(a) above, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from Bear ▇▇▇▇▇▇▇ to the Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option is being exercised and the date and time, as reasonably determined by Bear ▇▇▇▇▇▇▇, when the Additional Notes are to be delivered (any such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Upon any exercise of the option as to all or any portion of the Additional Notes, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the number of Additional Notes that bears the same proportion of the total number of Additional Notes then being purchased as the number of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the total number of Firm Notes that the Underwriters have agreed to purchased hereunder. /1/ If the transaction is priced after 4:30 p.m. Washington, D.C. time, T+4 will apply to the transaction. If the pricing takes place before or during market hours, the closing will be three business days after pricing. (d) Payment of the purchase price for, and delivery of certificates representing, the Additional Notes shall be made at the office of Underwriters' Counsel, or at such other place as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company, at 10:00 A.M., New York City time, on the Additional Closing Date (unless postponed in accordance with the provisions of Section 9 hereof), or such other time as shall be agreed upon by Bear ▇▇▇▇▇▇▇ and the Company. Payment of the purchase price for the Additional Notes shall be made by wire transfer in same day funds to or as directed by the Company upon delivery of certificates for the Additional Notes to Bear ▇▇▇▇▇▇▇ through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters. Certificates for the Additional Notes shall be registered in such name or names and shall be in such denominations as Bear ▇▇▇▇▇▇▇ may request at least two business days before the Additional Closing Date. The Company will permit Bear ▇▇▇▇▇▇▇ to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13a purchase price equal to 97.625% of their the principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser thereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of the overnight cost of such 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 and delivery of and payment for certificates for, the Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the ▇▇▇▇▇ ("Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New YorkUNDERWRITERS' COUNSEL"), or at such other place as shall be agreed upon by you and the Initial Purchaser may designateCompany, at 10:00 A.M., New York City time, on the fifth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 6 or Section 9 hereof) following the date hereof or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called the "CLOSING DATE"). (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of certificates for the Notes to you through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Notes to be delivered to you shall be registered in such name or names and shall be in such denominations as you may request at least 24 hours two business days before the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Sponsor hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial Purchasereach of the Underwriters, severally and not jointly, who, upon the Initial Purchaser agrees basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase all the respective principal amount of the Notes from set forth opposite the Company at 57.13% name of their principal such Underwriter in Schedule A hereto, consisting of the Class A-1 Notes in the amount at maturityof $104,201,000, the Class A-2 Notes in the amount of $110,037,000 and the Class A-3 Notes in the amount of $88,809,000. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall 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 or on behalf the Sponsor to each Underwriter (which delivery shall be made through the facilities of the The Depository Trust Company to the Initial Purchaser, ("DTC")) against payment by or on behalf of the Initial Purchaser of the purchase price therefor therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), net federal funds wire payable to the order of the overnight cost of such funds, to such account or accounts as the Company Sponsor. Settlement shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4May 30, 20042003, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Sponsor determine (such time and date of delivery against payment being herein referred to as the "Closing Date." "). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Sponsor agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriters in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1397.00% of their principal amount at maturityamount. One or more certificates in definitive form for the Firm Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Firm Notes and Optional Notes (if the option provided for in Section 3(b) hereof shall have been exercised on or before the first business day immediately preceding the Closing Date) shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4May 21, 20042013, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (b) In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Initial Purchasers to purchase, severally and not jointly, up to $30,000,000 aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes. The option granted hereunder may be exercised at any time and from time to time upon notice by Deutsche Bank Securities Inc. to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount) of Optional Notes as to which the Initial Purchasers are exercising the option, (ii) the names and denominations in which the Optional Notes are to be registered and (iii) the time, date and place at which such Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date; and in such case the term “Closing Date” herein shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called a “Subsequent Closing Date” and shall be determined by Deutsche Bank Securities Inc. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than 10 business days after the date of such notice. If any Optional Notes are to be purchased, each Initial Purchaser agrees, severally and not jointly, to purchase the principal amount of Optional Notes (subject to such adjustments to eliminate fractional amount as Deutsche Bank Securities Inc. may determine) that bears the same proportion to the total principal amount of Optional Notes to be purchased as the principal amount of Firm Notes set forth on Schedule 1 opposite the name of such Initial Purchaser bears to the total principal amount of Firm Notes. If the option provided for in this Section 3(b) hereof is exercised after the first business day immediately preceding the Closing Date, the Company will deliver the Optional Notes (at the expense of the Company) to Deutsche Bank Securities Inc. on the date specified by Deutsche Bank Securities Inc. (which shall be within three business days after exercise of said option) for the respective accounts of the several Initial Purchasers, against payment by the several Initial Purchasers through Deutsche Bank Securities Inc. of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. If settlement for the Optional Notes occurs after the Closing Date, the Company will deliver to Deutsche Bank Securities Inc. on the settlement date for the Optional Notes, and the obligation of the Initial Purchasers to purchase the Optional Notes shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at 57.1397.0000% of their principal amount at maturityamount. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇White & Case, ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4November 26, 20041997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at its offices in New York, New York, or at such other place as designated by the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial Purchasereach of the Underwriters, severally and not jointly, who, upon the Initial Purchaser agrees basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase all the respective principal amount of the Notes from set forth opposite the Company at 57.13% name of their principal amount at maturitysuch Underwriter in Schedule A hereto. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Master Servicer will be obligated, shall 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 or on behalf the Seller to each Underwriter (which delivery shall be made through the facilities of the The Depository Trust Company to the Initial Purchaser, (“DTC”)) against payment by or on behalf of the Initial Purchaser of the purchase price therefor percentage therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior federal funds wire payable to the Closing DateSeller, or as directed by such means as the parties hereto Sponsor. Settlement shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 4August 26, 2004, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "“Closing Date." ”). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriters in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the 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 12 hereof) at a purchase price of 98.093% of the Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunderthereof, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer plus accrued interest (same day funds), net of the overnight cost of such 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 if any) to the Closing Date. Such delivery of and payment Payment for the Notes shall 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 to the Representatives. Such payment and delivery are to be made at the offices of ▇▇▇▇Sidley Austin LLP, Woolgate Exchange, ▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇▇▇, New York time, on February 4, 2004▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or at such other place, time or date place as shall be agreed upon by the Initial Purchaser, on the one hand, Representatives and the Company, at 10:00 a.m. London time, on November 25, 2014 or at such other time and date thereafter as the other hand, may Representatives and the Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” (As used herein, “business day” means a day on which the NYSE is open for trading and on which banks in New York and London are open for business and not permitted by law or executive order to be closed). The Company Notes will make such certificate be delivered in the form of one or more global certificates for in aggregate denomination equal to the aggregate principal amount of the Notes available upon original issuance and registered in the name of a common depositary for checking Clearstream Banking, société anonyme, and packaging by Euroclear Bank S.A./N.V., as operator of the Initial Purchaser at its offices Euroclear system. The Notes will be registered in New York, New York, or at such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The Notes will be made available for inspection by the Representatives at least one business day prior to the Closing Date in the City of London, United Kingdom.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule I hereto from the Company at 57.13a purchase price of 95.945% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, or the Trustee as custodian for the Depository Trust Company, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York Central time, on February 4July 6, 20042015, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial Purchasereach of the Underwriters, severally and not jointly, who, upon the Initial Purchaser agrees basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase all the respective principal amount of the Notes from set forth opposite the Company at 57.13% name of their principal amount at maturitysuch Underwriter in Schedule A hereto. One or more certificates in definitive form for At the Notes that time of issuance of the Initial Purchaser has agreed to purchase hereunderNotes, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice Mortgage Loans will be sold by the Seller to the Company at least 36 hours prior Trust pursuant to the Closing DateSale and Servicing Agreement. The Servicer will be obligated, shall 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 or on behalf the Seller to each Underwriter (which delivery shall be made through the facilities of the The Depository Trust Company to the Initial Purchaser, (“DTC”)) against payment by or on behalf of the Initial Purchaser of the purchase price therefor percentage therefor, set forth on Schedule A hereto, by wire transfer (a same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior federal funds wire payable to the Closing DateSeller, or as directed by such means as the parties hereto Sponsor. Settlement shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇-▇▇▇▇, at 10:00 A.M., New York timea.m. (E.S.T.), on February 424, 20042005, or at such other place, time or date thereafter as the Initial Purchaser, on the one hand, Underwriters and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "“Closing Date." ”). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriters in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto opposite the name of such Initial Purchaser from the Company at 57.13a purchase price equal to: (i) 99.550% of their the principal amount, thereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Floating Rate Notes, and (ii) 98.778% of the principal amount at maturitythereof, plus accrued interest, if any, from July 2, 2014 to the Closing Date, in the case of the Fixed Rate Notes. One or more certificates in definitive global form for the Notes of each series that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (of same day funds), net of the overnight cost of such 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 of, and payment for for, the Notes shall be made at the offices of ▇▇▇Sidley Austin llp, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4July 2, 20042014, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, upon (such time and date of delivery against payment being herein referred to as the "“Closing Date." ”). The Company will make such certificate or certificates for the Notes of each series available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Sidley Austin llp in New York, New York, or at such other place as the Initial Purchaser Representatives may designate, at least 24 hours prior to the Closing Date. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Regulation S (the “Offered Regulation S Notes”) in the form of one or more permanent global Notes in registered form without interest coupons (collectively, the “Regulation S Global Note”), which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the respective purchase prices for Notes sold in reliance on Rule 144A under the Act (the “Offered Rule 144A Notes”) in the form of one or more permanent global Notes in registered form (collectively, the “Rule 144A Global Note”), which will be deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Note(s) and the Rule 144A Global Note(s) for each series of Notes shall be assigned separate CUSIP and ISIN numbers and shall include the legend regarding restrictions on transfer substantially as set forth under “Notice to Investors” in the Offering Memorandum.

Purchase, Sale and Delivery of the Notes. On (a) The Company agrees to issue and sell to the Underwriters and, on the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue Underwriters, acting severally and sell to the Initial Purchasernot jointly, and the Initial Purchaser agrees agree to purchase all the Notes in the respective principal amounts set forth on Schedule I hereto from the Company, (i) in the case of the Notes from the Company 2020 Notes, at 57.1399.543% of their principal amount and (ii) in the case of the 2027 Notes, at maturity. 99.022% of their principal amount. (b) One or more global certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4December 13, 20042017, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in New York, New York, or at such other place as the Initial Purchaser ▇▇▇▇▇ Fargo Securities, LLC may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto, from the Company Issuers at 57.1398.49% of their principal amount at maturity---------- (which amount is equal to 98.0% of the gross proceeds to be received by the Initial Purchasers upon their resale of the Notes to investors). One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Gardere Wynne Sewell LLP, 1000 Louisiana, Suite 3400, Houston, TX 77002, at ▇:▇▇ ▇.▇., ▇ouston ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & , ▇▇▇▇▇, ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company Issuers will ------------ make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Banc Alex. Brown Inc. in New York, New York, or at such other place as the Initial Purchaser De▇▇▇▇he ▇▇▇▇ Alex. Brown Inc. may designate, at least 24 hours prior to the Closing DateClosi▇▇ ▇at▇.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 57.1399.309% of their principal amount at maturityamount. One or more global certificates in definitive book-entry form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day immediately available funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date. Delivery of the Notes shall be made through the facilities of the Depository Trust Company, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4March 25, 20042008, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such global certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of purchase, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1397.75% of their principal amount amount. Payment for the Notes on the Closing Date shall be at maturitythe price set forth in the prior sentence. One or more certificates in definitive global form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser of the purchase price Purchasers therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as Escrow Account in the parties hereto shall agree prior to the Closing Dateamount of $171,062,500. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4April 3, 20042013, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $360,000,000 aggregate principal amount of Notes, and each of the Initial PurchaserPurchasers, severally and the Initial Purchaser agrees not jointly, agree to purchase all of the Notes from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at 57.13a purchase price equal to 98.25% of their the principal amount at maturitythereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial PurchaserPurchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds), net in Federal or other funds immediately available to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPLLP (“Counsel for the Initial Purchasers”), ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇ at 10:00 A.M., New York City time, on February 4April 30, 20042015, or at such other place, time or date as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at its offices in the New YorkYork City, New York, or at such other place as York offices of Counsel for the Initial Purchaser may designatePurchasers not later than 10:00 A.M., at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase all of the Notes from the Company at 57.13107% of their principal amount at maturityplus accrued interest from and including July 1, 2004, less the Initial Purchaser's fee of euro 1,444,500.00. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Cahill Gordon & Reindel LL▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ Ho▇▇▇, ▇A Austi▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇London, ▇▇▇ ▇▇▇▇ England EC2N 2HA at 10:00 A.M., New York London time, on February 4November 26, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1398.325% of their principal amount at maturityamount. One or more certificates in definitive global form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ 80 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at ▇t 10:00 A.M., New York time, on February 4March 30, 2004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of ▇.▇. ▇▇▇▇▇▇ Securities Inc. in New York, New York, or at such other place as the Initial Purchaser ▇.▇. ▇▇▇▇▇▇ Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantor agree to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase all of the Notes Securities in the respective amounts set forth on Schedule 1 hereto from the Company at 57.13a price equal to 97.892% of their principal amount at maturityamount, plus accrued interest, if any, from September 20, 2019 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantor to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of ▇▇▇▇▇▇ Skadden, Arps, Slate, M▇▇▇▇▇▇ & ▇▇▇▇F▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇New York, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ New York at 10:00 A.M.a.m., New York time, on February 4September 20, 2004, 2019 or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company and the Subsidiary Guarantor will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Underwriters at its the offices in New Yorkof Skadden, New YorkArps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, 4 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the Initial Purchaser Representatives may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Purchasers and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.13100.00% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New York at 10:00 A.▇., ▇▇▇ ▇▇▇▇ ti▇▇, ▇▇ De▇▇▇▇▇▇ ▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other placelace, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date. (b) Each of the Company and Grant Prideco, jointly and severally, agrees to pay the Initial Purchasers on the earlier of (x) the Special Mandatory Redemption Date (as defined in the Escrow Agreement) and (y) the closing date of the Acquisition, by wire transfer of immediately available funds, a fee of 2.375% of the net proceeds of the Offering (i.e., $4,156,250).

Purchase, Sale and Delivery of the Notes. On the basis of the representationsThe Seller hereby agrees, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthhereof, to sell the Company agrees to issue and sell Notes to the Initial PurchaserUnderwriter, who, upon the basis of the representations and warranties herein contained, but subject to the Initial Purchaser conditions hereinafter stated, hereby agrees to purchase all the entire aggregate principal amount of the Notes from in the Company at 57.13% amount of their principal amount at maturity$55,400,000. One or more certificates in definitive form for At the Notes that time of issuance of the Notes, the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Mortgage Loans will be sold by the Initial Purchaser requests upon notice Seller to the Company at least 36 hours prior Issuer pursuant to the Closing DateSale and Servicing Agreement. The Subsequent Mortgage Loans will be purchased by the Issuer for inclusion in the Mortgage Pool, shall from time to time on or before March 31, 1998. The Seller will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by the Underwriter will be delivered by or on behalf of the Company Seller to the Initial Purchaser, Underwriter (which delivery shall be made through the facilities of The Depository Trust Company ("DTC")) against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds)therefor, net equal to 100.227% of the overnight cost aggregate principal amount of such fundsthe Notes, 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 Dateincluding accrued interest thereon. Such delivery of and payment for the The Notes shall be made dated their date of delivery. The Underwriter's fee shall be 25 basis points of each of the Notes. Settlement shall take place at the offices of Arter & Hadden LLP, 1801 K Street, N.W., Washington, D.C. 20006, at 10:▇▇ ▇.m. (▇.▇.T.), o▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & , ▇▇▇▇▇, ▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date reafter as the Initial Purchaser, on the one hand, Underwriter and the Company, on the other hand, may agree upon, Seller determine (such time and date of delivery against payment being herein referred to as the "Closing Date." "). The Company Notes will make be prepared in definitive form and in such certificate or certificates for authorized denominations as the Underwriter may request, registered in the name of Cede & Co., as nominee of DTC. The Seller agrees to have the Notes available for checking inspection and packaging review by the Initial Purchaser at its offices Underwriter in New York, New York, or at such other place as York City not later than 1:00 p.m. (E.S.T.) on the Initial Purchaser may designate, at least 24 hours business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Firm Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1397.5% of their principal amount and (b) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Notes as provided below, the Company agrees to issue and sell to the Initial Purchasers, at maturitythe same purchase price set forth in clause (a) of this Section 3, and each of the Initial Purchasers, acting severally and not jointly, agrees to purchase from the Company that portion of the aggregate principal amount of the Optional Notes as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractions of $1,000), in each case as set forth opposite the name of such Initial Purchaser set forth on Schedule 1 hereto. One The Company hereby grants to the Initial Purchasers the right to purchase at their election up to $100,000,000 in aggregate principal amount of each series of the Optional Notes, at the purchase price set forth in clause (a) of the first paragraph of this Section 3. Any such election to purchase Optional Notes may be exercised only by written notice from the Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate principal amount of each series of Optional Notes to be purchased and the date on which such Optional Notes are to be delivered, as determined by the Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice (the “Option Closing Date”). The Notes to be purchased by the Initial Purchasers hereunder will be represented by one or more certificates definitive global Notes in definitive book-entry form 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 at least 36 hours prior to the Closing Date, shall which will be delivered deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to the Representatives for the account of each Initial Purchaser, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such funds, ) to such account or accounts as the Company shall specify prior to the Closing Date or the Option Closing Date, as the case may be, or by such means as the parties hereto shall agree prior to the Closing Datesuch date, by causing DTC to credit the Notes to the account of Deutsche Bank Securities Inc. at DTC. Such delivery of and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4December 20, 20042013, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or cause the certificates for representing the Notes to be made available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date or the Option Closing Date, as the case may be.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the Company, the principal amount of the Notes from set forth opposite the Company 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 57.13a purchase price of 99.298% of their the principal amount at maturitythereof, plus accrued interest (if any) to the Closing Date (as defined below). One or more certificates in definitive form Payment 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 be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall to be sold by the Company against delivery of the Notes to the Representatives. Such payment and delivery are to be made at the offices of ▇▇▇Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 A.M., 9:00 a.m. New York time, on February 4March 31, 2004, 2022 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The global certificates will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasereach Underwriter, and the Initial Purchaser each Underwriter, severally and not jointly, agrees to purchase all from the 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 99.069% of the principal amount thereof, plus accrued interest (if any) to the 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 from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 DateRepresentatives. Such payment and delivery of and payment for the Notes shall are to be made at the offices of ▇▇▇▇▇▇ ▇, Halter & ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, The Calfee Building, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇, at 10:00 A.M., a.m. New York time, on February 4April 3, 2004, 2012 or at such other place, time or and date thereafter as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, may Company shall agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." The Company will make such certificate or certificates ” (As used herein, “business day” means a day on which the New York Stock Exchange (“NYSE”) is open for the Notes available for checking trading and packaging by the Initial Purchaser at its offices on which banks in New YorkYork are open for business and not permitted by law or executive order to be closed). The Notes will be evidenced by a single definitive global certificate in book entry form, New Yorkfully registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), or at registered in such other place names and in such denominations as the Initial Purchaser may designate, at least 24 hours Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, the aggregate principal amount of the Notes from set forth opposite the Company name of such Underwriter on Schedule I hereto, at 57.13% the purchase price set forth opposite the name of their principal amount at maturity. One or more certificates in definitive form 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 at least 36 hours prior to the Closing Date, shall be delivered by or Underwriter on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Schedule I hereto. (b) Payment of the purchase price therefor by wire transfer (same day funds), net of the overnight cost of such 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 Notes shall be made by wire transfer in Federal (same day) funds upon delivery of certificates for the Notes in book-entry form through the facilities of The Depository Trust Company (“DTC”), New York, New York, at 10:00 A.M., New York City time, on the offices third or fourth business day (as permitted under Rule 15c6-1 under the Exchange Act) (unless postponed in accordance with the provisions of Section 9 hereof) following the date hereof or such other time not later than ten business days after such date as shall be agreed upon by Bear S▇▇▇▇▇▇ and the Company (such time and date of payment and delivery being herein called the “Closing Date”). Delivery of the documents required by Section 6 of this Agreement with respect to the Notes shall be made on the Closing Date at the office of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York(“Underwriters’ Counsel”), or at such other place as shall be agreed upon by Bear S▇▇▇▇▇▇ and the Initial Purchaser may designateCompany. (c) Payment for the Notes shall be made to or upon the order of the Company of the purchase price by wire transfer in Federal (same day) funds to the Company or as directed by the Company upon delivery of one or more definitive global certificates for the Notes registered in the name of “Cede & Co.,” as nominee for DTC, for the account of Bear S▇▇▇▇▇▇ through DTC for further credit to the respective accounts of the several Underwriters against receipt therefor signed by you or on your behalf. The Company will permit Bear S▇▇▇▇▇▇ to examine such certificates at least 24 hours one full business day prior to the Closing Date. It is understood that each Underwriter has authorized Bear S▇▇▇▇▇▇ to execute this Agreement on its behalf and, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has agreed to purchase.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase all of the Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 57.1397.75% of their principal amount at maturityamount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) (a portion of which, as determined by the Escrow Agreement, will be made to the account(s) and amount(s) specified in the Escrow Agreement or otherwise by the Escrow Agent), net of the overnight cost of such 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 Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on February 4May 2, 20042013, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at its the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as the Initial Purchaser Deutsche Bank Securities Inc. may reasonably designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Underwriters and the Initial Purchaser agrees Underwriters, severally and not jointly, agree to purchase all from the Company, at a purchase price of $970 per $1,000 principal amount of Notes, the aggregate number of Firm Notes set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Notes from the Company at 57.13% of their principal amount at maturity. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed which such Underwriter may become obligated to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice pursuant to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf provisions of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser Section 9 hereof. (b) Payment of the purchase price therefor by wire transfer (same day funds)for, net of and delivery of, the overnight cost of such 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 Firm Notes shall be made at the offices office of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.▇, New York time, on February 4, 2004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at its offices in New York, New York▇▇▇▇▇, or at such other place as shall be agreed upon by the Initial Purchaser may designateUnderwriters and the Company, at 10:00 A.M. on March 6, 2001 (unless postponed in accordance with the provisions of Section 9 hereof) after the determination of the pricing terms of the Notes, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by wire ------------ transfer in same day funds, against delivery to the Underwriters of the Notes to be purchased by them. The Notes will be evidenced by one or more Global Notes in definitive form and will be registered in the name of Cede & Co., Inc. as nominee of the Depository Trust Company ("DTC"). The Company will permit the Underwriters to examine and package such Global Notes for delivery at least 24 hours one full business day prior to the Closing Date. (c) In addition, the Company hereby grants to the Underwriters the option to purchase up to an aggregate principal amount of $18,750,000 Additional Notes at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Notes as set forth in this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Notes by the Underwriters. This option may be exercised at any time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by the Underwriters to the Company. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the option is being exercised and the date and time, as reasonably determined by the Underwriters, when the Additional Notes are to be delivered (such date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the ----------------------- Additional Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The Additional Notes will be evidenced by one or more Global Notes in definitive form and will be registered in the name of Cede & Co., Inc. as nominee of the Depository Trust Company ("DTC"). The Company will permit the Underwriters to examine and package such Global Notes for delivery at least one full business day prior to the Additional Closing Date. (d) The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the amount which bears the same ratio to the aggregate principal amount of Additional Notes being purchased as the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter in Schedule I hereto (or such amount increased as set forth in Section 9 hereof) bears to the aggregate principal amount of Firm Notes being purchased from the Company. (e) Payment for the Additional Notes shall be made by wire transfer in same day funds each payable to the order of the Company at the office of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or such other location as may be mutually acceptable, against delivery of the Additional Notes to the Underwriters.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell $62,500,000 aggregate principal amount of the Firm Notes to the Initial Purchaserseveral Underwriters, and each of the Initial Purchaser Underwriters, severally and not jointly, agrees to purchase all of the Notes from the Company at 57.13% of their Company, the principal amount at maturityof Firm Notes set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the The Firm Notes that the Initial Purchaser has several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Representatives request upon notice to the Company at least 36 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserRepresentatives for the respective accounts of the Underwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer in same-day funds (same day funds), net the "Wired Funds") to the account of the overnight cost of such 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 DateCompany. Such delivery of and payment for the Firm Notes shall be made at the offices of ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇Two Embarcadero Place, ▇▇▇ ▇▇▇▇2200 Geng Road, ▇▇▇ ▇▇▇▇ Palo Alto, California, at 10:00 9:30 A.M., New York time, on February 4October, 20041996, or at such other place, time or date as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, Company may agree uponupon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the "Firm Closing Date." ". The Company will make such certificate or certificates for the Firm Notes available for checking and packaging by the Initial Purchaser Representatives at its the offices in New York, New York, York of the Company's transfer agent or at such other place as the Initial Purchaser may designate, registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Notes as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, up to $9,375,000 aggregate principal amount of the Option Notes. The price of the Option Notes shall be 100% of the principal amount thereof, plus accrued interest, if any, from ____________________. The option granted hereby may be exercised as to all or any part of the Option Notes from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Notes prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Notes as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Notes. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the