Common use of Conditions of the Obligations of the Underwriters Clause in Contracts

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes on the Closing Date will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Company and World Omni hereinAHFC herein on the Closing Date, to the accuracy of the statements of the respective Company and AHFC officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor Company and World Omni AHFC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor Each Representative shall have received a letter, dated as of the date of each of the Preliminary Prospectus and the Final Prospectus, respectivelyas applicable, of from a nationally recognized accounting firm who are independent public accountants reasonably and acceptable to the Representatives, in form and substance satisfactory to the Representatives and counsel for the Underwriters, confirming that they are independent public accountants within the meaning of the Act and the applicable Rules and RegulationsRegulations and stating in effect that (i) they have performed certain specified procedures as a result of which they determined that certain information of an accounting, substantially financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Trust, AHFC and the Company) set forth in the form Registration Statement, the Preliminary Prospectus, each Prospectus (and any supplements thereto), agrees with the accounting records of the draft or drafts to which Trust, AHFC and the Representatives Company, excluding any questions of legal interpretation, and (ii) they have previously agreed and otherwise in form and in substance satisfactory performed certain specified procedures with respect to the Representatives Receivables and counsel for the Underwriters (and for the avoidance of any doubt, covering any certain static pool data pursuant to (within the meaning of Item 1105 of Regulation AB under the Act Act) included or on the Form 8-K incorporated by reference in into the Time of Sale Information or Preliminary Prospectus and the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Company or the Representatives, shall be contemplated by the Commission. (c) The Representatives Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in or affecting particularly the business, properties, condition (financial or otherwise) or results of operations of the Company or AHFC which, in the judgment of a majority in interest of the Underwriters (including the Representatives), materially impairs the investment quality of any Class of the Underwritten Notes or makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for any Class of the Underwritten Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any banking moratorium declared by Federal, California or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters (including the Representatives), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for any Class of the Underwritten Notes. (d) Each Representative shall have received certificates an opinion of Gxxxxxx Sxxxxx Xxxxx & Txxxxx, PC, special California counsel to the PresidentCompany and AHFC, any Vice Presidentor of such other California counsel satisfactory to the Representatives, dated the TreasurerClosing Date and satisfactory in form, scope and substance to the Secretary or any Assistant Treasurer or any Assistant Secretary Representatives and counsel for the Underwriters. (e) Each Representative shall have received an opinion of each of Mxxxx Xxxxx LLP, special counsel to the Depositor Company and World OmniAHFC, each dated the Closing Date, regarding usual and customary corporate and securities law matters (including, without limitation, an opinion regarding compliance with the Act and its rules and regulations, and a negative assurance statement regarding the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus), and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (f) Each Representative shall have received an opinion of Mxxxx Xxxxx LLP, special counsel to the Company and AHFC, dated the Closing Date, regarding “true sale” related matters, and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (g) Each Representative shall have received an opinion of Mxxxx Xxxxx LLP, as tax counsel for the Company, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters, to the effect that (A) for federal income tax purposes (i) the Underwritten Notes will be characterized as indebtedness, (ii) the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation and (iii) the statements set forth in the Final Prospectus under the headings “Summary of Terms—Tax Status,” “Material U.S. Federal Income Tax Considerations” and Annex A to the Prospectus, “Global Clearance, Settlement and Tax Documentation Procedures—Certain U.S. Federal Income Tax Documentation Requirements,” to the extent they constitute matters of law or legal conclusions, accurately described the material United States federal income tax consequences to Noteholders and (B) the statements in each Prospectus under the headings “Summary of Terms – Certain ERISA Considerations” and “Certain Considerations for ERISA and other U.S. Benefit Plans,” to the extent that they constitute matters of federal law, or federal legal conclusions provide a fair and accurate summary of such law or conclusions. (h) Each Representative shall have received an opinion of Mxxxx Xxxxx LLP, tax counsel for the Company, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters, to the effect that for California state franchise and California state income tax purposes the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation. (i) Each Representative shall have received from Mxxxxx, Xxxxx & Bxxxxxx LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the validity of the Underwritten Notes, the Registration Statement, the Prospectus and other related matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters. (j) Each Representative shall have received a certificate, dated the Closing Date, of the Chairman of the Board, the President or any Vice-President, a principal financial or accounting officer, or any secretary of each of the Company and AHFC in which such officer officers, to the best of their knowledge after reasonable investigation, shall state, in the case of (A) the Depositor that (1) state that: the representations and warranties of the Depositor in each Basic Document to which it is a party Company and AHFC in this Agreement were are true and correct in all material respects; the Company or AHFC, as of the date therein indicatedapplicable, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date in all material respects; the representations and warranties of the Company or AHFC, as applicable, in the Basic Documents are true and correct as of the dates specified in such agreements in all material respects; the Company or AHFC, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date, ; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) Commission; and, subsequent to the date of this Agreementthe Final Prospectus, there has been no material adverse change change, nor any development or event involving a prospective material adverse change, in the condition, condition (financial or otherwise), business, properties or in the earnings, business affairs or business prospects results of operations of the Depositor, Company or AHFC or their respective businesses except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni or as described in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationcertificate. (dk) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) Each Representative shall have been purchased on received an opinion of Hxxxxxxx, Xxxxx & Sxxxxx LLP, counsel to the Indenture Trustee, dated the Closing Date by parties not affiliated with and satisfactory in form, scope and substance to the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2l) The favorable Each Representative shall have received an opinion of Bilzin Sxxxxxx Xxxxx Price Exxxx, Xxxxxx & Axxxxxx Mxxxxx, LLP, special Florida counsel to the Depositor Owner Trustee, dated the Closing Date and World Omnisatisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (m) Each Representative shall have received an opinion of Rxxxxxxx, Xxxxxx & Fxxxxx, P.A., counsel to the Delaware Trustee, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (n) Each Representative shall have received one or more opinions of Rxxxxxxx, Xxxxxx & Fxxxxx, P.A., special Delaware counsel to the Trust, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (o) Each Representative shall have received an opinion of Mxxxx Xxxxx LLP, counsel to the Company, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance scope to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated (i) with respect to the Closing Datecharacterization of the transfer of the Receivables by AHFC to the Company and (ii) to the effect that should AHFC become the debtor in a case under Title 11 of the United States Code (the “Bankruptcy Code”) the Company would not otherwise properly be a debtor in a case under the Bankruptcy Code, which letter and in a properly presented and decided case, a federal bankruptcy court would not use its equitable discretion to disregard the corporate forms of the Company and AHFC so as to substantively consolidate the assets and liabilities of the Company with the assets and liabilities of AHFC, and such opinion shall be satisfactory in substantially the form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to previously discussed with the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be event satisfactory in form form, scope and substance to the Representatives and counsel for the Underwriters. (hp) If any condition specified in this Section 7 Each Representative shall not have received evidence satisfactory to it and its counsel that, on or before the Closing Date, UCC-1 financing statements have been fulfilled when or are being filed in the office of the Secretaries of State of the states of (i) California reflecting the transfer of the interest of AHFC in the Receivables and as required the proceeds thereof to be fulfilled, this Agreement may be terminated the Company and (ii) Delaware reflecting (A) the transfer of the interest of the Company in the Receivables and the proceeds thereof to the Trust and (B) the grant of the security interest by the Representatives by notice Trust in the Receivables and the proceeds thereof to the Depositor Indenture Trustee, respectively. (q) Each Representative shall have received an opinion of Mxxxx Xxxxx LLP, special counsel to the Company, dated the Closing Date and World Omni at satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters, to the effect that upon execution and delivery of the Sale and Servicing Agreement and the Indenture, the provisions of the Indenture will be effective to create a valid security interest in favor of the Indenture Trustee, to secure payment of the Notes, in the Trust’s rights in all “security entitlements” (as defined in Section 8-102(a)(17) of the UCC) with respect to “financial assets” (as defined in Section 8-102(a)(9) of the UCC) now or hereafter credited to each Securities Account and in all “security entitlements” (within the meaning of the Federal Book-Entry Regulations) with respect to Federal Book-Entry Securities now or hereafter credited to each Securities Account (such security entitlements, collectively, the “Security Entitlements”); the provisions of the Indenture will be effective to perfect the security interest of the Indenture Trustee in the Security Entitlements; and no security interest of any time at other creditor of the Trust will be prior to the security interest of the Indenture Trustee in the Security Entitlements. (r) Each Class of the Underwritten Notes shall have been rated in the highest rating category by each hired NRSRO. (s) On or prior to the Closing Date, and such termination the Certificates shall have been issued to the Company. (t) If applicable, each Representative shall be without liability entitled to rely on any other opinion rendered by any counsel in connection with this transaction addressed to any hired NRSRO in connection with the rating of any Class of the Underwritten Notes, as if each such opinion were addressed to the Underwriters. (u) Each Representative shall have received an opinion of Honda North America, Inc., as counsel to the Company and AHFC, dated the Closing Date, and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters, to the effect that to the best knowledge of such counsel after due inquiry, there are (a) no actions, proceedings or investigations to which the Company or AHFC is a party or that are threatened before any court, administrative agency or other tribunal having jurisdiction over AHFC or the Company and (b) no judgments, written injunctions, decrees, orders or rulings of any court or governmental authority binding on AHFC or the Company, in each case (a) or (b), (i) that are required to be disclosed in the Registration Statement, (ii) asserting the invalidity of this Agreement, any Basic Document, the Notes or the Certificates, (iii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or the Basic Documents, (iv) which might materially and adversely affect the performance by the Company or AHFC of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, the Notes or the Certificates or (v) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus under the heading “Material U.S. Federal Income Tax Considerations.” (v) Each Representative shall have received one or more opinions of Rxxxxxxx, Xxxxxx & Fxxxxx, P.A., special Delaware counsel to the Company, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (w) Each Representative shall have received one or more opinions of the Asset Representations Reviewer, dated the Closing Date and satisfactory in form, scope and substance to the Representatives and counsel for the Underwriters. (x) As of the Closing Date, the Company has paid the registration fee for the Underwritten Notes in accordance with Rule 456 of the Rules and Regulations. (y) As of the Closing Date, the representations and warranties of the Company and AHFC contained in the Basic Documents will be true and correct in all material respects. The Company will furnish each Representative with copies of any other party except opinions, certificates, letters and documents as provided the Representatives reasonably request. The Representatives may, in Section 5(g) hereoftheir sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Representatives hereunder.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni made herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni BMW Financial Services made pursuant to the provisions hereofhereto when made, to the performance by the Depositor and World Omni BMW Financial Services of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) Prior to On the Time Closing Date, each of Salethe Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Preliminary Prospectus Notes and Certificates, a conformed copy thereof. The Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative. (b) Both at or before the date hereof, and on or prior to before the Closing Date, with respect to the Prospectus, the Representatives and the Depositor Representative shall have received a letterletters relating to the Initial Free Writing Prospectus, any preliminary prospectus and the Prospectus, dated as of the date hereof and as of the Preliminary Prospectus and the ProspectusClosing Date, respectively, of KPMG LLP, independent certified public accountants reasonably acceptable accountants, addressed to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriters, substantially in the form of the draft or drafts to which the Representatives have Representative has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Representatives Representative and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesUnderwriters. (bc) The Prospectus, the Preliminary Prospectusany preliminary prospectus, each Free Writing Prospectus listed on Schedule II III hereto or approved in writing by the Depositor and any “issuer information” (as defined above above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a7(h) hereof. Prior ; on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the RepresentativesBMW Financial Services, shall be contemplated by the Commission. (cd) The Representatives On the Closing Date, the Representative shall have received certificates the favorable opinion of in-house counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (e) The Representative shall have received an opinion of Xxxxxxx XxXxxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date and addressing corporate, enforceability, securities matters satisfactory in form and substance to the Representative and counsel to the Underwriters. (f) The Representative shall have received a negative assurance letter from Xxxxxxx XxXxxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. (g) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel for the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (h) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxx & Xxxxxxxxx LLP, special Indiana counsel to the UTI Beneficiary addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (i) Xxxxxxx XxXxxxxxx LLP, in its capacity as federal tax and ERISA counsel to the Depositor, the Vehicle Trust and the Trust, shall have delivered an opinion addressed to the Underwriters dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. (j) On the Closing Date, the Representative shall have received the favorable opinion or opinions of Xxxxxxx XxXxxxxxx LLP, special counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters, with respect to (i) certain true sale and nonconsolidation bankruptcy matters and (ii) certain security interest matters. (k) The Representative shall have received an opinion of Xxxxxx & Whitney LLP, counsel to the Indenture Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (l) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx and Finger, P.A., counsel to the Vehicle Trustee addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (m) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Owner Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (n) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Trust and the Vehicle Trust, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (o) Sidley Austin llp, counsel to the Underwriters, shall have furnished to the Representative such opinions or negative assurance letters addressed to the Underwriters, dated the Closing Date, with respect to certain securities law issues and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable such opinions or negative assurance letters to be based upon such matters. (p) The Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Representative (but only to the extent that the Representative is not an addressee of such opinion), dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date. (q) Each of the Depositor, BMW Financial Services and the UTI Beneficiary shall have furnished to the Representative a certificate of each of the Depositor, BMW Financial Services and the UTI Beneficiary, as applicable, signed by its Chairman of the Board, President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary principal financial officer, the principal accounting officer or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omniforegoing officers of its general partner, each as applicable, dated the Closing Date, in which to the effect that the signer of such officer shall statecertificate has reviewed the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that to the best of his or her knowledge after reasonable investigation, (i) since the date of the Prospectus (exclusive of any supplement thereto), there has been no event that has had a material adverse effect on the Depositor, BMW Financial Services or the UTI Beneficiary, whether or not arising from transactions in the case ordinary course of business, except as set forth in or contemplated in the Prospectus (A) the Depositor that exclusive of any supplement thereto), (1ii) the representations and warranties of the Depositor Depositor, BMW Financial Services and the UTI Beneficiary, as the case may be, in each Basic Document this Agreement and the Transaction Documents to which it is a party and in this Agreement were party, are true and correct as of the date therein indicatedcorrect, (2iii) to the best knowledge of such officer after reasonable investigationDepositor, BMW Financial Services and the Depositor UTI Beneficiary, as the case may be, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, Date and (iv) (in the case of the Depositor and BMW Financial Services only) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and Commission. (3r) subsequent to Each Class of Notes shall have been rated the date of this Agreement, there has been no material adverse change rating specified in the condition, financial or otherwise, or Initial Free Writing Prospectus by the hired NRSRO as specified in the earningsInitial Free Writing Prospectus. (s) The Representative shall have received, business affairs or business prospects from each of BMW Financial Services, the UTI Beneficiary and the Depositor, except a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) certificate of formation, (ii) limited liability company agreement or limited partnership agreement, as set forth applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information Transaction Documents and (Biv) World Omni, that (1) the representations and warranties designation of World Omni in incumbency of each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationentity. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (et) The Representatives Depositor shall have received: (1) Such customary opinions provide or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and letters documents as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida Representative or counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrequest. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (ai) Prior to On or before the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of or prior to the date of the Preliminary Prospectus and the Prospectus, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and Regulations, Regulations and with respect to certain information contained in the Registration Statement and the Preliminary Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) on the Underwriters Closing Date, the Representatives and the Seller shall have received (and for x) a letter, dated as of or prior to the avoidance of any doubtClosing Date, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, including with respect to the Prospectus, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of or prior to the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxx X. Xxxxxxx, General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Dentons US LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (9) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (10) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A-1 Notes, not less than 25% of the Class A‑2 Notes, the Class A‑3 Notes (by principal amount) and the Class A‑4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorRatings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date Time of the Preliminary Prospectus and the ProspectusSale, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and RegulationsRegulations and with respect to certain information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxxxxxx X. Xxxxxx, Esq., General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Dentons US LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (9) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (10) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A‑2 Notes, not less than 25% of the Class A‑3 Notes (by principal amount) and the Class A‑4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorRatings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters [Underwriters] to purchase and pay for the [Offered] Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and other Time of Sale Information and on or prior to the Closing Date, with respect to the Prospectus, the Representatives [Representatives] [Underwriters] and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the ProspectusClosing Date, respectively, of independent public accountants reasonably acceptable to the Representatives [PWC] confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives [Representatives] [Underwriters] have previously agreed and otherwise in form and in substance satisfactory to the Representatives [Representatives] [Underwriters] and counsel for the Underwriters [Representatives] [Underwriters] (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the [Representatives] [Underwriters], shall be contemplated by the Commission. (c) The Representatives [Representatives] [Underwriters] shall have received certificates of the President, any Vice President, President or the Treasurer, the Secretary Treasurer or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) . The Representatives [Representatives] [Underwriters] shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxxxx Xxxxx Price & Axxxxxx Xxxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives [Representatives] [Underwriters] and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives [Representatives] [Underwriters] and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives [Representatives] [Underwriters] and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter opinion of Mxxxx Xxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter opinions shall be satisfactory in form and substance to the [Representatives] [Underwriters] and counsel for the Underwriters. (8) The favorable opinion of RxxxxxxxXxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives [Representatives] [Underwriters] and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (fe) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each the Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (gf) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the [Offered] Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the [Offered] Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives [Representatives] [Underwriters] and counsel for the Underwriters. (hg) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives [Representatives] [Underwriters] by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g5(h) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and Regulations, Regulations and with respect to certain information contained in the Registration Statement and the Preliminary Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, including with respect to the Prospectus, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxxxxxx X. Xxxxxx, Esq., General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Dentons US LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (9) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (10) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A‑2 Notes, not less than 25% of the Class A‑3 Notes (by principal amount) and the Class A‑4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorRatings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation several obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Issuers of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior If a post-effective amendment to the Time of SaleRegistration Statement is required to be filed under the Securities Act, with respect to the Preliminary Prospectus such post-effective amendment shall have become effective, and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letternotice thereof, dated as of not later than 5:00 P.M., New York City time, on the date of the Preliminary Prospectus and Underwriting Agreement; if applicable, the Prospectus, respectively, of independent public accountants reasonably acceptable to Rule 462(b) Registration Statement shall have become effective by 10:00 a.m. New York City time on the Representatives confirming that they are independent public accountants within business day following the meaning date of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, Underwriting Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that purpose such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been instituted ortimely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the knowledge extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Depositor, World Omni or Representatives. (b) The representations and warranties of the Representatives, Issuers contained herein shall be contemplated by true and correct on the Commissiondate hereof and on and as of the Closing Date; and the statements of the Issuers and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (c) Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors by any “nationally recognized statistical rating organization”, as such term is defined by Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors, in each case with respect to the Company and the Guarantors, with negative implications of a possible downgrading. (d) No event or condition of a type described in Section 2(a)(iv) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus. (e) Jenner & Block LLP, counsel for the Issuers, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Schedule V attached hereto. (f) The Representatives shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, from Xxxxxxx X. Xxxxxxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in the form of Schedule VI attached hereto. (g) The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request from the Company to enable them to pass upon such matters. (h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (i) The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Issuers in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (j) The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives in which such officer, to the best of his or her knowledge after reasonable investigation, shall (i) confirm that such officer shall statehas carefully reviewed the Registration Statement, in the case Time of (A) Sale Information and the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicatedProspectus and, (2) to the best knowledge of such officer after reasonable investigationofficer, the Depositor representations set forth in Sections 2(a)(i) and 2(a)(ii) hereof are true and correct, (ii) confirm that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission Date and (3iii) subsequent certify to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as effect set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information paragraphs (a) and (Bc) World Omniabove. (k) The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of each of the Guarantors (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and such Guarantor in this Agreement were are true and correct as of the date therein indicatedin all material respects, (2) to the best knowledge of and that such officer after reasonable investigationGuarantor has, World Omni has in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date. (l) On the date of this Agreement and on the Closing Date, KPMG LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date. The Issuers will furnish the Representatives with such termination shall be without liability conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Representatives compliance with any party conditions to any other party except as provided in Section 5(g) hereofthe obligations of the Representatives hereunder.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Corporation herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Corporation made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary The Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Corporation with the Rules Commission within the applicable time periods prescribed for such filings by, and Regulations otherwise in compliance with, Rule 433 of the 1933 Act Regulations. (b) On or after the Applicable Time and Section 5(a) hereof. Prior prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Depositor, World Omni Corporation or the Representativesyou, shall be contemplated threatened by the Commission. (c) The Representatives On or after the Applicable Time and prior to the Closing Date, the rating assigned by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Ratings Services to any debt securities or preferred stock of the Corporation as of the date of this Agreement shall not have been lowered. (d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Corporation, financial or otherwise, except as reflected in or contemplated by the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus. (e) You shall have received certificates an opinion of Xxxxxx X. Xxxxx III, Esq., Associate General Counsel of the PresidentCorporation, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, to the effect that: (i) Each of the Principal Subsidiaries, other than Duke Energy Carolinas, LLC, has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its incorporation has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. Duke Energy Carolinas, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of North Carolina and has full limited liability company power and authority necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. (ii) Each of the Corporation and the Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such officer shall statequalification, except where the failure to so qualify, considering all such cases in the case aggregate, does not have a material adverse effect on the business, properties, financial condition or results of (A) the Depositor that (1) the representations and warranties operations of the Depositor in each Basic Document Corporation and its subsidiaries taken as a whole. (iii) The Registration Statement became effective upon filing with the Commission pursuant to which it is a party and in this Agreement were true and correct as Rule 462 of the date therein indicated1933 Act Regulations, (2) and, to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Datecounsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated pending or threatened under the 1933 Act. (iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed. (v) This Agreement has been duly authorized, executed and delivered by the Commission Corporation. (vi) The execution, delivery and (3) subsequent to performance by the date Corporation of this Agreement, there has been no material adverse change the Indenture and the issue and sale of the Notes will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the condition, financial terms or otherwiseprovisions of, or in the earningsconstitute a default under any indenture, business affairs mortgage, deed of trust, loan agreement or business prospects of the Depositor, except as set forth in other agreement or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document instrument known to such counsel to which it the Corporation or any of its Principal Subsidiaries is a party and or by which any of them or their respective property is bound or to which any of its property or assets is subject which affects in this Agreement were true and correct as of a material way the date therein indicated, (2) Corporation’s ability to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on perform its part to be performed or satisfied hereunder and (3) subsequent to the date of obligations under this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus Indenture and the Time of Sale InformationNotes. (dvii) With respect to all The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the NotesCorporation, not less than 25% of enforceable against the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated Corporation in accordance with the Depositorits terms. (eviii) The Representatives shall Notes have received: (1) Such customary opinions been duly authorized, executed and letters as may be requested issued by counsel for the UnderwritersCorporation and, when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes. (2ix) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNo consent, special Florida counsel approval, authorization, order, registration or qualification is required to the Depositor and World Omniauthorize, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel or for the Underwriters. (3) Reliance letters relating Corporation to each legal opinion relating to consummate the transactions contemplated by this Agreement Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters and except as required in Condition 41 of the order of the North Carolina Utilities Commission dated March 24, 2006, in Docket No. E-7, sub 795, which consent has been obtained. Such counsel may state that his opinions in paragraphs (vii) and (viii) are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Basic Documents rendered by Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to ALFhis attention that has caused him to believe that (i) the Registration Statement, including the Rule 430B Information, as of its effective date and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus or any amendment or supplement thereto, as of the date it was filed with, or transmitted for filing to, the Depositor Commission and at the Closing Date, contained or World Omni contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial data contained or incorporated by reference therein, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the law of the State of North Carolina and may rely as to all matters of the laws of the States of South Carolina, Ohio and Indiana on appropriate counsel reasonably satisfactory to the Owner TrusteeRepresentatives, which may include the Indenture Trustee or any Rating AgencyCorporation’s other “in-house” counsel). Such counsel may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Corporation and other sources believed by him to be responsible. (4f) The favorable You shall have received an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the UnderwritersCorporation, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representativeseffect that: (i) This Agreement has been duly authorized, executed and delivered by the Corporation. (8) ii) The favorable opinion execution and delivery by the Corporation of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor this Agreement and the Trust, dated consummation by the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As Corporation of the Closing Datetransactions contemplated hereby, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon including the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedingsNotes, will not (i) conflict with the Corporation’s certificate of incorporation or Bylaws, (ii) constitute a violation of, or in order to evidence a breach of or default under, the accuracy terms of any of the representations contracts set forth on Schedule D hereto or warranties(iii) violate or conflict with, or result in any contravention of, any Applicable Law. “Applicable Law” means the fulfillment of any General Corporation Law of the conditionsState of Delaware and those laws, herein contained; rules and all proceedings taken by the parties to the Basic Documents in connection with the issuance regulations of the Notes State of New York and those federal laws, rules and regulations of the United States of America, in each case that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the Certificates rules and sale regulations of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersFinancial Industry Regulatory Authority). (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni made herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni BMW Financial Services made pursuant to the provisions hereofhereto when made, to the performance by the Depositor and World Omni BMW Financial Services of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) Prior to On the Time Closing Date, each of Salethe Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Preliminary Prospectus Notes and Certificates, a conformed copy thereof. The Transaction Documents, the SUBI Certificate, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative. (b) Both at or before the date hereof, and on or prior to before the Closing Date, with respect to the Prospectus, the Representatives and the Depositor Representative shall have received a letterletters relating to the Initial Free Writing Prospectus, any preliminary prospectus and the Prospectus, dated as of the date hereof and as of the Preliminary Prospectus and the ProspectusClosing Date, respectively, of KPMG LLP, independent certified public accountants reasonably acceptable accountants, addressed to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriters, substantially in the form of the draft or drafts to which the Representatives have Representative has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Representatives Representative and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesUnderwriters. (bc) The Prospectus, the Preliminary Prospectusany preliminary prospectus, each Free Writing Prospectus listed on Schedule II III hereto or approved in writing by the Depositor and any “issuer information” (as defined above above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a7(h) hereof. Prior ; on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the RepresentativesBMW Financial Services, shall be contemplated by the Commission. (cd) The Representatives On the Closing Date, the Representative shall have received certificates the favorable opinion of in-house counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (e) The Representative shall have received an opinion of Xxxxxxx XxXxxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date and addressing corporate, enforceability, securities matters satisfactory in form and substance to the Representative and counsel to the Underwriters. (f) The Representative shall have received a negative assurance letter from Xxxxxxx XxXxxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. (g) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx & Finger P.A., special Delaware counsel for the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (h) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxx & Xxxxxxxxx LLP, special Indiana counsel to the UTI Beneficiary addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters. (i) Xxxxxxx XxXxxxxxx LLP, in its capacity as federal tax and ERISA counsel to the Depositor, the Vehicle Trust and the Trust, shall have delivered an opinion addressed to the Underwriters dated the Closing Date satisfactory in form and substance to the Representative and counsel to the Underwriters. (j) On the Closing Date, the Representative shall have received the favorable opinion or opinions of Xxxxxxx XxXxxxxxx LLP, special counsel to the Depositor and BMW Financial Services addressed to the Underwriters, dated the Closing Date and in form and substance satisfactory to the Representative and counsel to the Underwriters, with respect to (i) certain true sale and nonconsolidation bankruptcy matters and (ii) certain security interest matters. (k) The Representative shall have received an opinion of SNR Xxxxxx, counsel to the Indenture Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (l) On the Closing Date, the Representative shall have received the favorable opinion of Xxxxxxxx, Xxxxxx and Finger, P.A., counsel to the Vehicle Trustee addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (m) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Owner Trustee, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (n) The Representative shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel to the Trust and the Vehicle Trust, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters. (o) Sidley Austin llp, counsel to the Underwriters, shall have furnished to the Representative such opinions or negative assurance letters addressed to the Underwriters, dated the Closing Date, with respect to certain securities law issues and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable such opinions or negative assurance letters to be based upon such matters. (p) The Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Representative (but only to the extent that the Representative is not an addressee of such opinion), dated the Closing Date, to the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date. (q) Each of the Depositor, BMW Financial Services and the UTI Beneficiary shall have furnished to the Representative a certificate of each of the Depositor and BMW Financial Services, signed by its Chairman of the Board, President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary principal financial officer, the principal accounting officer or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omniforegoing officers of its general partner, each as applicable, dated the Closing Date, in which to the effect that the signer of such officer shall statecertificate has reviewed the Registration Statement, the Prospectus, any supplements to the Prospectus and this Agreement and that to the best of his knowledge after reasonable investigation, (i) since the date of the Prospectus (exclusive of any supplement thereto), there has been no event that has had a material adverse effect on the Depositor, BMW Financial Services or the UTI Beneficiary, whether or not arising from transactions in the case ordinary course of business, except as set forth in or contemplated in the Prospectus (A) the Depositor that exclusive of any supplement thereto), (1ii) the representations and warranties of the Depositor and BMW Financial Services and the UTI Beneficiary, as the case may be, in each Basic Document this Agreement and the Transaction Documents to which it is a party and in this Agreement were party, are true and correct as of the date therein indicatedcorrect, (2iii) to the best knowledge of such officer after reasonable investigationDepositor, BMW Financial Services and the Depositor UTI Beneficiary, as the case may be, has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, Date and (iv) (in the case of the Depositor and BMW Financial Services only) that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission and Commission. (3r) subsequent to Each Class of Notes shall have been rated the date of this Agreement, there has been no material adverse change rating specified in the condition, financial or otherwise, or Initial Free Writing Prospectus by the hired NRSRO as specified in the earningsInitial Free Writing Prospectus. (s) The Representative shall have received, business affairs or business prospects from each of BMW Financial Services, the UTI Beneficiary and the Depositor, except a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) certificate of formation, (ii) limited liability company agreement or limited partnership agreement, as set forth applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information Transaction Documents and (Biv) World Omni, that (1) the representations and warranties designation of World Omni in incumbency of each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationentity. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (et) The Representatives Depositor shall have received: (1) Such customary opinions provide or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and letters documents as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida Representative or counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrequest. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date Time of the Preliminary Prospectus and the ProspectusSale, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and RegulationsRegulations and with respect to certain information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxxxxxx X. Xxxxxx, Esq., General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (9) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (10) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A‑2 Notes, not less than 25% of the Class A‑3 Notes (by principal amount) and the Class A‑4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorRatings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni MBFS USA herein, to the accuracy of the statements certifications of the respective officers of the Depositor and World Omni Mercedes Parties made pursuant to the provisions hereof, to the performance by the Depositor and World Omni MBFS USA of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to The Registration Statement shall be effective at the Time of SaleExecution Time, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the 20[__]-[_] Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the Commission. (b) Each of the Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 6(a) hereof. Each of the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433 of the Rules and Regulations and neither the Depositor nor MBFS USA has disseminated any other free writing prospectus that is required to be filed with the Commission. (c) On or prior to the date of this Agreement and on or prior to the 20[__]-[_] Closing Date, the Representatives shall have received a letter or letters, dated as of the date of this Agreement and as of the 20[__]-[_] Closing Date, respectively, of an independent registered public accounting firm reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and otherwise in form and substance satisfactory to the Representatives and their counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any Mercedes Party which, in the judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency on the U.S. financial markets makes it impractical or inadvisable to proceed with the offering, sale of and payment for the Underwritten Notes. (e) The Representatives shall have received opinions of Sidley Austin LLP, counsel to the Mercedes Parties and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability, tax, perfection and priority, and true sale/nonconsolidation matters addressed to the Representatives, dated the 20[__]-[_] Closing Date and satisfactory in form and substance to the Representatives and their counsel. Such counsel shall also opine as to such other matters as the Underwriters may reasonably request. (f) The Representatives shall have received opinions of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Mercedes Parties, the Owner Trustee and the Titling Trustee and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability matters addressed to the Representatives, dated the 20[__]-[_] Closing Date and satisfactory in form and substance to the Representatives and their counsel. (g) The Representatives shall have received an opinion addressed to them by Sidley Austin LLP in its capacity as special tax counsel to the Issuing Entity, dated the 20[__]-[_] Closing Date, substantially to the effect that the statements in each of the Preliminary Prospectus and the Prospectus under the headings “Summary of Terms–– Tax Status” (to the extent relating to Federal income tax consequences), and “Material Federal Income Tax Consequences” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Summary of Terms––ERISA Considerations” and “Certain ERISA Considerations,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (h) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the 20[__]-[_] Closing Date and satisfactory in form and substance to the Representatives and their counsel. (i) The Representatives shall have received a negative assurance letter addressed to them of Sidley Austin LLP, counsel to the Mercedes Parties, dated the 20[__]-[_] Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (j) The Representatives shall have received a negative assurance letter addressed to them of [●], counsel to the Underwriters, dated the 20[__]-[_] Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (k) The Representatives shall have received an opinion of [●], counsel to [●], relating to general corporate and enforceability matters addressed to the Representatives, dated the 20[__]-[_] Closing Date and satisfactory in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received certificates dated the 20[__]-[_] Closing Date of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the Secretary, the principal financial officer or any Assistant Secretary the principal accounting officer of each of the Depositor and World Omni, each dated the Closing DateMBFS USA, in which such officer shall statestate that, in to the case best of his/her knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of the Depositor and MBFS USA, respectively, contained in each this Agreement are true and correct and the representations and warranties of the Mercedes Parties, respectively, contained in the 20[__]-[_] Basic Document Documents to which it is a party and in this Agreement were party, as applicable, are true and correct in all material respects and that each Mercedes Party, as of the date therein indicatedcase may be, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the 20[__]-[_] Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are contemplated by the Commission Commission, and (3ii) subsequent to other than as described in such certificate, since the date Time of this AgreementSale, there has been no material adverse change change, or development involving a prospective material adverse change, in or affecting particularly the business or properties of any Mercedes Party, as the case may be, has occurred. (m) The Representatives shall have received evidence satisfactory to it of the filing of all UCC financing statements necessary to perfect (i) the Collateral Agent’s interest in the condition, financial or otherwise, or Collateral and (ii) the transfer of the interest of MBFS USA in the earnings, business affairs or business prospects of 20[__]-[_] Exchange Note and the proceeds thereof to the Depositor, except as set forth the transfer of the interest of the Depositor in or contemplated the 20[__]-[_] Exchange Note and the proceeds thereof to the Issuing Entity and the grant of the security interest by the Prospectus, Issuing Entity in the Preliminary Prospectus 20[__]-[_] Exchange Note and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) proceeds thereof to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationIndenture Trustee. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (en) The Representatives shall have received: , from each of the Depositor and MBFS USA, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (1i) Such customary opinions the formation documents, (ii) the limited liability company agreement, bylaws or trust agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and letters as may be requested by counsel for the Underwriters20[__]-[_] Basic Documents and (iv) the designation of incumbency of each such entity. (2o) The favorable opinion Each class of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNotes shall have been rated by each Hired NRSRO as set forth in the Ratings Free Writing Prospectus, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel each case shall not have been placed on any credit watch or review with a negative implication for the Underwritersdowngrade. (3p) Reliance letters relating to each legal opinion relating to On the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the 20[__]-[_] Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement Certificates shall have been made issued by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior Issuing Entity and transferred to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersDepositor. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letterletters, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives Underwriters and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives Underwriters confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives Underwriters have previously agreed and otherwise in form and in substance satisfactory to the Representatives Underwriters and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesUnderwriters. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the RepresentativesUnderwriters, shall be contemplated by the Commission. (c) The Representatives Underwriters shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives Underwriters shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives Underwriters and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives Underwriters and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives Underwriters and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the RepresentativesUnderwriters. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives Underwriters and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives Underwriters and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives Underwriters by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation several obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni made herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Verizon Wireless of their respective its obligations hereunder hereunder, and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to before the Closing Date, with respect to each of the ProspectusTransaction Documents shall have been duly authorized, executed and delivered by the Representatives parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Depositor Owner Trustee and the Indenture Trustee shall have received a letterfully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee. The Transaction Documents and the Notes shall be substantially in the forms heretofore provided to the Representatives. (b) On or before the Closing Date, the Underwriters shall have received letters, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of a nationally recognized independent public accountants reasonably accounting firm acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsRepresentatives, substantially in the form of the draft or drafts to which the Representatives have agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Representatives Underwriters and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesUnderwriters. (bc) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Verizon Wireless or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (cd) The Representatives shall have received certificates Since the respective dates as of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, information is given in the case of (A) Preliminary Prospectus and the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose Prospectus there shall not have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no any material adverse change in the business, business prospects, properties, financial condition, financial or otherwiseresults of operations of Verizon Wireless and its subsidiaries, or in including the earningsDepositor and the Trust, business affairs or business prospects of the Depositortaken as a whole, except other than as set forth in or contemplated by the Prospectus, in the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni Prospectus or otherwise disclosed in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) writing to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent Representatives prior to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositorhereof. (e) The Representatives Underwriters shall have received: (1) Such customary received an opinion or opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida in-house counsel to the Depositor and World OmniVerizon Wireless, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for to the Underwriters. (3f) Reliance letters relating The Underwriters shall have received an opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to each legal opinion relating by the Representatives and counsel to the transactions contemplated by this Agreement Underwriters) of Xxxxxx, Xxxxx & Bockius LLP, special counsel to the Depositor, Verizon Wireless and the Basic Documents rendered by Trust, addressed to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to ALFthe Underwriters, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and the impact of Current Upgrade Offers, (vi) certain security interest matters and (vii) certain United States federal income tax matters. (g) The Underwriters shall have received one or more negative assurance letters of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Trust, the Depositor or World Omni and Verizon Wireless, addressed to the Owner TrusteeUnderwriters, dated the Indenture Trustee or any Rating AgencyClosing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (4h) The favorable Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5i) The favorable Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of special Xxxxxx Xxxxx LLP, counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7j) The favorable letter of Mxxxx Xxxxx LLPUnderwriters shall have received an opinion or opinions, counsel for addressed to the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A.Xxxxx LLP, special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9k) The favorable Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of in-house Xxxxxx Xxxxx LLP, special Delaware counsel for to the Asset Representations ReviewerDepositor, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (fl) As The Underwriters shall have received an opinion or opinions, addressed to the Underwriters, of Xxxxxx Xxxxx LLP, special Delaware counsel to the Additional Transferor, dated as of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Date and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for to the Underwriters. (hm) If any condition specified in this Section 7 The Underwriters shall not have been fulfilled when and as required to be fulfilledreceived an opinion or opinions, this Agreement may be terminated by the Representatives by notice addressed to the Depositor and World Omni at any time at or prior Underwriters, of Bass, Xxxxx & Xxxx PLC, counsel to the Asset Representations Reviewer, dated the Closing Date, and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (n) The Underwriters shall have received one or more negative assurance letters of Xxxxx Xxxxx LLP, counsel for the Underwriters, addressed to the Underwriters. (o) The Underwriters shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Underwriters, dated the Closing Date, to the effect that the Representatives and the Underwriters may rely on each such termination opinion to the same extent as though such opinion was addressed to each as of its date. (p) The Underwriters shall be without liability have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President, the Controller, the Treasurer or Assistant Treasurer of the Depositor and Verizon Wireless in which such officer shall state that: (A) the representations and warranties made by or on behalf of such entity contained in the Transaction Documents and this Agreement are true and correct in all material respects (except to the extent any such representation or warranty is already qualified by materiality, in which case such representation or warranty is true and correct in all respects), that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before the Closing Date in all material respects (except to the extent any such agreement or condition is already qualified by materiality, in which case such agreement or condition has been complied with or satisfied, as applicable, in all respects), (B) since the date of this Agreement there has not occurred any material adverse change in the business, business prospects, properties, financial condition or results of operations of the Trust, the Depositor or Verizon Wireless, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Representatives and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party except or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Notes as provided described in Section 5(gthe Prospectus or the Preliminary Prospectus under the heading “U.S. Federal Income Tax Consequences.” (q) hereof.The Representatives shall have received evidence reasonably satisfactory to the Representatives and counsel to the Underwriters that, on or before the Closing Date, UCC-1

Conditions of the Obligations of the Underwriters. The obligation several obligations of the several Underwriters to purchase and pay for the Notes Securities will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Issuers of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior If a post-effective amendment to the Time of SaleRegistration Statement is required to be filed under the Securities Act, with respect to the Preliminary Prospectus such post-effective amendment shall have become effective, and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letternotice thereof, dated as of not later than 5:00 P.M., New York City time, on the date of the Preliminary Prospectus and Underwriting Agreement; if applicable, the Prospectus, respectively, of independent public accountants reasonably acceptable to Rule 462(b) Registration Statement shall have become effective by 10:00 A.M. New York City time on the Representatives confirming that they are independent public accountants within business day following the meaning date of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, Underwriting Agreement; no stop order suspending the effectiveness of the Registration Statement shall have been issued be in effect, and no proceedings proceeding for that purpose such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been instituted ortimely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the knowledge extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the DepositorRepresentatives. (b) The representations and warranties of the Issuers contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Issuers and their officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date. (i) No downgrading shall have, World Omni subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors by any “nationally recognized statistical rating organization”, as such term is defined by Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have, subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed by the Company or the Guarantors, in each case with respect to the Company and the Guarantors, with negative implications of a possible downgrading. (d) No event or condition of a type described in Section 2(a)(iv) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus. (e) Jenner & Block LLP, counsel for the Issuers, shall have furnished to the Representatives, shall be contemplated by at the Commissionrequest of the Company, their written opinion and 10b-5 Statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Schedule V attached hereto. (cf) The Representatives shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, from Xxxxxxx X. Xxxxxxxxxxx, Senior Vice President, General Counsel and Secretary of the Company, in the form of Schedule VI attached hereto. (g) The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 Statement of Xxxxx Xxxx & Xxxxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request from the Company to enable them to pass upon such matters. (h) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (i) The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Issuers in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (j) The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company (which certificate shall be executed on behalf of the Company, and not in such officer’s personal capacity) who has specific knowledge of the Company’s financial matters and is reasonably satisfactory to the Representatives in which such officer, to the best of his or her knowledge after reasonable investigation, shall (i) confirm that such officer shall statehas carefully reviewed the Registration Statement, in the case Time of (A) Sale Information and the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicatedProspectus and, (2) to the best knowledge of such officer after reasonable investigationofficer, the Depositor representations set forth in Sections 2(a)(i) and 2(a)(ii) hereof are true and correct, (ii) confirm that the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission Date and (3iii) subsequent certify to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as effect set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information paragraphs (a) and (Bc) World Omniabove. (k) The Representatives shall have received a certificate, dated the Closing Date, of an executive officer of each of the Guarantors (which certificate shall be executed on behalf of such Guarantor, and not in such officer’s personal capacity) in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and such Guarantor in this Agreement were are true and correct as of the date therein indicatedin all material respects, (2) to the best knowledge of and that such officer after reasonable investigationGuarantor has, World Omni has in all material respects, complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date. (l) On the date of this Agreement and on the Closing Date, KPMG LLP shall have furnished to the Representatives, at the request of the Company, a letter, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date. The Issuers will furnish the Representatives with such termination shall be without liability conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. The Representatives may in their sole discretion waive on behalf of the Representatives compliance with any party conditions to any other party except as provided in Section 5(g) hereofthe obligations of the Representatives hereunder.

Conditions of the Obligations of the Underwriters. (a) The obligation obligations of the several Underwriters to purchase and pay for the Notes will Offered Securities and the Additional Securities, as the case may be, shall be subject to the accuracy of the respective representations and warranties on the part of the Depositor Company and World Omni hereinthe Selling Shareholder herein as of the Applicable Time and on the Offered Securities Closing Date or any Additional Closing Date, as the case may be, to the accuracy of the statements of Company officers and the respective Selling Shareholder officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor Company and World Omni the Selling Shareholder of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (ci) The Representatives shall have received certificates “cold comfort” letters in customary form from each of PricewaterhouseCoopers Accountants N.V., the independent public accountants of the PresidentCompany, any Vice Presidentand PricewaterhouseCoopers LLP, the Treasurerindependent public accountants of ILFC, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omnidated, each dated the Closing Daterespectively, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus Agreement and the Time of Sale Information and (B) World OmniOffered Securities Closing Date or the Additional Closing Date, that (1) as the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicatedcase may be, (2) addressed to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements Underwriters in form and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent substance satisfactory to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationUnderwriters’ counsel. (dii) With respect (A) The Registration Statement and all post-effective amendments thereto shall have become effective and the Prospectus and each Issuer Free Writing Prospectus required to all be filed, shall have been filed as required by Rules 424(b) (without reliance on Rule 424(b)(8)), 430A, 430B, 430C or 433 under the Act, as applicable, within the time periods prescribed by, and in compliance with, the Act, and any request of the NotesCommission for additional information (to be included in the Registration Statement, not less than 25% of the Notes (by principal amountProspectus or otherwise) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel disclosed to the Depositor Underwriters and World Omni, dated the Closing Date and satisfactory in form and substance complied with to the Representatives and counsel for the Underwriterstheir reasonable satisfaction. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be Underwritten Shares on the First Time of Delivery or the Option Shares on the Option Time of Delivery, and the obligations of the Forward Seller to deliver and sell the Borrowed Underwritten Shares on the First Time of Delivery or the Borrowed Option Shares on the Option Time of Delivery, as the case may be, are subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Corporation herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Corporation made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary The Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of been filed by the date of Corporation with the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable Commission pursuant to the Representatives confirming that they are independent public accountants Rule 424(b) within the meaning of applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and any Permitted Free Writing Prospectus shall have been filed by the Rules and RegulationsCorporation with the Commission within the applicable time periods prescribed for such filings by, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubtcompliance with, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesRule 433. (b) The Prospectus, On or after the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor Applicable Time and any “issuer information” as defined above included in any Permitted Underwriter Communication required prior to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Datesuch Time of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Depositor, World Omni Corporation or the Representativesyou, shall be contemplated threatened by the Commission. (c) The Representatives shall have received certificates On or after the Applicable Time and prior to such Time of Delivery, the rating assigned by Mxxxx’x Investors Service, Inc., S&P Global Ratings or Fitch Ratings, Inc. (or any of their successors) to any debt securities or preferred stock of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct Corporation as of the date therein indicatedof this Agreement shall not have been lowered. (d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to such Time of Delivery, there shall not have been any material adverse change in the condition of the Corporation, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to such Time of Delivery, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus. (2e) The Representatives, the Forward Purchaser and the Forward Seller shall have received an opinion of Rxxxxx X. Xxxxx III, Esq., Deputy General Counsel of Duke Energy Business Services LLC (who in such capacity provides legal services to the Corporation), a service company subsidiary of the Corporation, or other appropriate counsel reasonably satisfactory to the Representatives (which may include the Corporation’s other “in-house” counsel), dated such Time of Delivery, to the effect that: (i) Each of Duke Energy Ohio, Inc., Progress Energy, Inc., and Piedmont Natural Gas Company, Inc. has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its incorporation and has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. Each of Duke Energy Carolinas, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Progress, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of North Carolina, the State of Florida, the State of Indiana and the State of North Carolina, respectively, and has full limited liability company power and authority necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. (ii) Each of the Corporation and the Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Corporation and its subsidiaries taken as a whole. (iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Datecounsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated pending or threatened under the 1933 Act. (iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed. (v) This Agreement and the Initial Forward Sale Agreement have been, and the Additional Forward Sale Agreement, if any, will be, duly authorized, executed and delivered by the Commission Corporation. (vi) The execution, delivery and (3) subsequent to performance by the date Corporation of this Agreement and the Forward Sale Agreement, there has been no material adverse change and the consummation by the Corporation of the transactions contemplated hereby and thereby, including the issuance and sale of the Corporation Shares, if any, to be issued and sold by the Corporation hereunder, will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the condition, financial terms or otherwiseprovisions of, or in the earningsconstitute a default under any indenture, business affairs mortgage, deed of trust, loan agreement or business prospects of the Depositor, except as set forth in other agreement or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document instrument known to such counsel to which it the Corporation or any of its Principal Subsidiaries is a party and or by which any of them or their respective property is bound or to which any of its property or assets is subject which affects in a material way the Corporation’s ability to perform its obligations under this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Forward Sale InformationAgreement. (dvii) With respect No consent, approval, authorization, order, registration or qualification is required to all of the Notesauthorize, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel or for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel Corporation to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to consummate the transactions contemplated by this Agreement and the Basic Documents rendered Forward Sale Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by counsel to ALFthe Underwriters and the Forward Seller and except as required in (i) Condition 7.6 of the order of the North Carolina Utilities Commission dated September 29, 2016, in Docket Nos. E-7, Sub 1100, E-2, Sub 1095, and G-9, Sub 682 and (ii) Condition 7.6(b) of the Depositor or World Omni to orders of the Owner TrusteePublic Service Commission of South Carolina dated July 11, the Indenture Trustee or any Rating Agency2012 and November 2, 2016, in Docket No. 2011-158-E, which conditions have been complied with. (4viii) The favorable opinion Corporation Shares, if any, to be issued and sold by the Corporation hereunder have been duly authorized, and, upon payment and delivery in accordance with this Agreement, such Corporation Shares will be validly issued, fully paid and nonassessable; there are no preemptive or other similar rights to subscribe for or to purchase shares of counsel Common Stock pursuant to the Indenture TrusteeCertificate of Incorporation or By-Laws of the Corporation or any agreement or other instrument filed or incorporated by reference therein, dated or as an exhibit to, the Closing Date Registration Statement; and satisfactory the shares of Common Stock conform as to legal matters in form and substance all material respects to the Representatives description thereof in each of the Pricing Disclosure Package and counsel the Prospectus under the caption “Description of Common Stock.” 43,125,000 shares of Common Stock have been duly authorized in connection with any share settlement obligations under the Forward Sale Agreement, and, when such shares of Common Stock are issued and delivered by the Corporation to the Underwriters. (5) The favorable opinion of special counsel Forward Purchaser pursuant to the Owner Trustee terms of the Forward Sale Agreement, such shares of Common Stock will be validly issued, fully paid and nonassessable (subject to customary exceptions, limitations and qualifications). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Titling TrusteeProspectus, dated the Closing Date and satisfactory when filed, was not, on its face, appropriately responsive, in form and substance all material respects, to the Representatives requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to his attention that has caused him to believe that (i) the Registration Statement, including the Rule 430B Information, as of its effective date and at each deemed effective date with respect to the Underwriters. Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (6ii) A certificatethe Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, executed by in the Indenture Trusteelight of the circumstances under which they were made, stating not misleading or (iii) that the Prospectus or any information amendment or supplement thereto, as of their respective dates and at such Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Statement of Eligibility and Qualification (Form T-1) filed with or incorporated by reference into the Registration Statement is trueStatement, accurate the Pricing Disclosure Package or the Prospectus and completedoes not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein or excluded therefrom, including XBRL interactive data or (ii) the information in the Prospectus under the caption “Book-Entry System. (7) The favorable letter ” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the law of Mxxxx Xxxxx LLPthe State of North Carolina or, to the extent set forth in the foregoing opinions, the federal securities laws and may rely as to all matters of the laws of the States of South Carolina, Ohio, Indiana and Florida on appropriate counsel for the Underwriters, dated the Closing Date, which letter shall be reasonably satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for which may include the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of Corporation’s other “in-house house” counsel). Such counsel for may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Asset Representations Reviewer, dated the Closing Date Corporation and satisfactory in form and substance other sources believed by him to the Representatives and counsel to the Underwritersbe responsible. (f) As of the Closing DateThe Representatives, the Notes Forward Purchaser and the Forward Seller shall be rated have received an opinion or opinions of Hunton Axxxxxx Xxxxx LLP, counsel to the Corporation, dated such Time of Delivery, to the effect that: (i) This Agreement and the Initial Forward Sale Agreement have been, and the Additional Forward Sale Agreement, if any, will be, duly authorized, executed and delivered by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under reviewCorporation. (gii) On or prior to This Agreement and the Closing DateInitial Forward Sale Agreement are, counsel for and the Underwriters shall have been furnished Additional Forward Sale Agreement, if any, will be, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with such documents their terms. (iii) The execution and opinions as they may reasonably require for delivery by the purpose Corporation of enabling them to pass upon this Agreement and the Forward Sale Agreement, and the consummation by the Corporation of the transactions contemplated hereby and thereby, including the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated Corporation Shares, if any, to be issued and related proceedingssold by the Corporation hereunder, will not (i) conflict with the Corporation’s Certificate of Incorporation or By-Laws, (ii) constitute a violation of, or in order to evidence a breach of or default under, the accuracy terms of any of the representations contracts set forth on Schedule IV hereto or warranties(iii) violate or conflict with, or result in any contravention of, any Applicable Law. “Applicable Law” means the fulfillment General Corporation Law of the State of Delaware and those laws, rules and regulations of the States of New York and North Carolina and those federal laws, rules and regulations of the United States of America, in each case that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc., the North Carolina Public Utilities Act, the rules and regulations of the North Carolina Utilities Commission and the New York State Public Service Commission and the New York State Public Service Law), but without our having made any special investigation as to the applicability of any of the conditionsspecific law, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrule or regulation. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letterletters, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and Regulations, Regulations and with respect to certain information contained in the Registration Statement and the Preliminary Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, including with respect to the Prospectus, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxx X. Xxxxxxx, Esq., Interim General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Dentons US LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (9) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (10) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A-1 Notes, not less than 25% of the Class A‑2 Notes, the Class A‑3 Notes (by principal amount) and the Class A‑4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorRatings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni MBFS herein, to the accuracy of the statements certifications of the respective officers of the Depositor and World Omni MBFS made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to The Registration Statement shall be effective at the Time of SaleExecution Time, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Act shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the Commission. (b) Each of the Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. The Pricing Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations. (c) On or prior to the date of this Agreement and on or prior to the Closing Date, the Representatives shall have received a letter or letters, dated as of the date of this Agreement and as of the Closing Date, respectively, from a nationally recognized firm of independent registered public accountants, who are independent of MBFS and reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and otherwise in form and substance satisfactory to the Representatives and their counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer, the Depositor or MBFS which, in the judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency on the U.S. financial markets makes it impractical or inadvisable to proceed with the offering, sale of and payment for the Notes. (e) The Representatives shall have received opinions of Sidley Austin LLP, counsel to MBFS, the Depositor and the Issuer addressed to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives relating to customary corporate and enforceability, securities law, security interest, and true sale/nonconsolidation matters. The Representatives shall have also received from such counsel a negative assurance statement regarding the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus), satisfactory in form and substance to the Representatives. (f) The Representatives shall have received opinions of _________, or other counsel to MBFS, the Depositor and the Issuer addressed to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives relating to customary corporate and enforceability, securities law, security interest, and true sale/nonconsolidation matters. The Representatives shall have also received from such counsel a negative assurance statement regarding the contents of the Registration Statement, the Preliminary Prospectus and the Final Prospectus), satisfactory in form and substance to the Representatives. (g) The Representatives shall have received opinions of ______________________, [in-house] counsel to MBFS addressed to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives, with respect to customary corporate matters relating to MBFS, the Depositor and the Issuer. (h) The Representatives shall have received an opinion addressed to them by Sidley Austin LLP, in its capacity as special tax counsel to the Issuer, dated the Closing Date, substantially to the effect that the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Material Federal Income Tax Consequences,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material Federal income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Certain ERISA Considerations,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (i) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel. (j) The Representatives shall have received an opinion addressed to them of ______________________, in its capacity as counsel to the Underwriters, dated the Closing Date, with respect to the validity of the Notes and such other related matters as the Representatives shall require and the Depositor shall have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (k) The Representatives shall have received an opinion addressed to them, the Depositor and the Servicer of ______________________, in its capacity as counsel to the Indenture Trustee, dated the Closing Date, in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received an opinion addressed to them, the Depositor and the Servicer of ______________________, counsel to the Owner Trustee, and such other counsel acceptable to the Representatives and their counsel. (m) The Representatives shall have received certificates dated the Closing Date of any two of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the Secretary, the principal financial officer or any Assistant Secretary the principal accounting officer of each of the Depositor and World OmniMBFS, each dated the Closing Datein its individual capacity and as Servicer, in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of the Depositor in each Basic Document to which it is a party and Depositor, MBFS and/or the Servicer, as the case may be, contained in this Agreement were are true and correct as and the representations and warranties of the date therein indicatedDepositor, (2) to MBFS and/or the best knowledge of such officer after reasonable investigationServicer, as the case may be, contained in the Trust Agreement, the Depositor Receivables Purchase Agreement and the Sale and Servicing Agreement, as applicable, are true and correct in all material respects, that the Depositor, MBFS and/or the Servicer, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Act have been instituted or are contemplated by the Commission and (3ii) subsequent to other than as described in such certificate, since the date Time of this AgreementSale, there has been no material adverse change in the condition, financial or otherwisechange, or development involving a prospective material adverse change, in or affecting particularly the earningsbusiness or properties of the Issuer, business affairs or business prospects of the Depositor, except MBFS and/or the Servicer, as set forth in or contemplated by the Prospectuscase may be, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationoccurred. (dn) With respect The Representatives shall have received evidence satisfactory to all it of the Notes, not less than 25% filing of all UCC financing statements necessary to perfect the transfer of the Notes (by principal amount) shall have been purchased on interest of MBFS in the Closing Date by parties not affiliated with Receivables and the proceeds thereof to the Depositor, the transfer of the interest of the Depositor in the Receivables and the proceeds thereof to the Issuer and the grant of the security interest by the Issuer in the Receivables and the proceeds thereof to the Indenture Trustee. (eo) The Representatives shall have received: , from each of the Depositor and MBFS, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (1i) Such customary opinions the certificate of formation, (ii) the limited liability company agreement, (iii) applicable resolutions authorizing the transactions contemplated hereby and letters as may be requested by counsel for the UnderwritersBasic Documents and (iv) the designation of incumbency of each such entity. (2p) The favorable opinion Each class of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNotes shall have been rated by the Hired NRSROs as set forth in the Ratings Free Writing Prospectus, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel each case shall not have been placed on any creditwatch or review with a negative implication for the Underwritersdowngrade. (3q) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement Certificates shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents issued and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken purchased by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersDepositor. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be Underwritten Shares on the First Time of Delivery or the Option Shares on the Option Time of Delivery, and the obligations of the Forward Sellers to deliver and sell the Borrowed Underwritten Shares on the First Time of Delivery or the Borrowed Option Shares on the Option Time of Delivery, as the case may be, are subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Corporation herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Corporation made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary The Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of been filed by the date of Corporation with the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable Commission pursuant to the Representatives confirming that they are independent public accountants Rule 424(b) within the meaning of applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and any Permitted Free Writing Prospectus shall have been filed by the Rules and RegulationsCorporation with the Commission within the applicable time periods prescribed for such filings by, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubtcompliance with, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesRule 433. (b) The Prospectus, On or after the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor Applicable Time and any “issuer information” as defined above included in any Permitted Underwriter Communication required prior to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Datesuch Time of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Depositor, World Omni Corporation or the Representativesyou, shall be contemplated threatened by the Commission. (c) The Representatives shall have received certificates On or after the Applicable Time and prior to such Time of Delivery, the rating assigned by Xxxxx’x Investors Service, Inc., S&P Global Ratings Services or Fitch Ratings, Inc. (or any of their successors) to any debt securities or preferred stock of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct Corporation as of the date therein indicatedof this Agreement shall not have been lowered. (d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to such Time of Delivery, there shall not have been any material adverse change in the condition of the Corporation, financial or otherwise, except as reflected in or contemplated by the Pricing Disclosure Package and the Prospectus, and, since such dates and up to such Time of Delivery, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus. (2e) The Representatives, the Forward Purchasers and the Forward Sellers, shall have received an opinion of Xxxxxx X. Xxxxx III, Esq., Deputy General Counsel of Duke Energy Business Services LLC, a service company subsidiary of the Corporation, dated such Time of Delivery, to the effect that: (i) Each of Duke Energy Ohio, Inc., Progress Energy, Inc., and Piedmont Natural Gas Company, Inc. has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its incorporation and has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. Each of Duke Energy Carolinas, LLC, Duke Energy Florida, LLC, Duke Energy Indiana, LLC and Duke Energy Progress, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of North Carolina, the State of Florida, the State of Indiana and the State of North Carolina, respectively, and has full limited liability company power and authority necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. (ii) Each of the Corporation and the Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify, considering all such cases in the aggregate, does not have a material adverse effect on the business, properties, financial condition or results of operations of the Corporation and its subsidiaries taken as a whole. (iii) The Registration Statement became effective upon filing with the Commission pursuant to Rule 462 of the 1933 Act Regulations, and, to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Datecounsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated pending or threatened under the 1933 Act. (iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed. (v) This Agreement and the Forward Sale Agreements have been, and the Additional Forward Sale Agreements, if any, will be, duly authorized, executed and delivered by the Commission Corporation. (vi) The execution, delivery and (3) subsequent to performance by the date Corporation of this Agreement, there has been no material adverse change the Forward Sale Agreements and the Additional Forward Sale Agreements, if any, and the consummation by the Corporation of the transactions contemplated hereby and thereby, including the issuance and sale of the Corporation Shares, if any, to be issued and sold by the Corporation hereunder, will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the condition, financial terms or otherwiseprovisions of, or in the earningsconstitute a default under any indenture, business affairs mortgage, deed of trust, loan agreement or business prospects of the Depositor, except as set forth in other agreement or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document instrument known to such counsel to which it the Corporation or any of its Principal Subsidiaries is a party and or by which any of them or their respective property is bound or to which any of its property or assets is subject which affects in this Agreement were true and correct as of a material way the date therein indicated, (2) Corporation’s ability to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on perform its part to be performed or satisfied hereunder and (3) subsequent to the date of obligations under this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus Forward Sale Agreements and the Time of Additional Forward Sale InformationAgreements, if any. (dvii) With respect No consent, approval, authorization, order, registration or qualification is required to all of the Notesauthorize, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel or for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel Corporation to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to consummate the transactions contemplated by this Agreement Agreement, the Forward Sale Agreements and the Basic Documents rendered Additional Forward Sale Agreements, if any, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by counsel to ALFthe Underwriters, the Depositor or World Omni to Forward Sellers and the Owner TrusteeForward Purchasers and except as required in (i) Condition 7.6 of the order of the North Carolina Utilities Commission dated September 29, 2016, in Docket Nos. E-7, Sub 1100, E-2, Sub 1095, and G-9, Sub 682 and (ii) Condition 7.6(b) of the Indenture Trustee or any Rating Agencyorders of the Public Service Commission of South Carolina dated July 11, 2012 and November 2, 2016, in Docket No. 2011-158-E, which conditions have been complied with. (4viii) The favorable opinion Corporation Shares, if any, to be issued and sold by the Corporation hereunder have been duly authorized, and, upon payment and delivery in accordance with this Agreement, such Corporation Shares will be validly issued, fully paid and nonassessable; none of counsel the Shares are subject to preemptive rights of any security holder of the Corporation; and the Shares conform as to legal matters in all material respects to the Indenture Trusteedescription thereof in the Prospectus under the caption “Description of Capital Stock.” A number of shares of Common Stock equal to 1.5 times the aggregate Full Number of Shares for all Forward Sale Agreements and Additional Forward Sale Agreements, dated if any, have been duly authorized in connection with any share settlement obligations under the Closing Date Forward Sale Agreements and satisfactory the Additional Forward Sale Agreements, if any (including in form upon Physical Settlement or Net Share Settlement (as such terms are defined in the Forward Sale Agreements or Additional Forward Sale Agreements, as applicable)) and, when any such shares of Common Stock are issued and substance delivered by the Corporation to a Forward Purchaser pursuant to the Representatives terms of the relevant Forward Sale Agreement or the relevant Additional Forward Sale Agreement, as applicable, such shares of Common Stock will be validly issued, fully paid and nonassessable (subject to customary exceptions, limitations and qualifications). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the Underwriters. requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to his attention that has caused him to believe that (5i) The favorable opinion the Registration Statement, including the Rule 430B Information, as of special counsel its effective date and at each deemed effective date with respect to the Owner Trustee Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus or any amendment or supplement thereto, as of their respective dates and at such Time of Delivery, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the Titling Trusteestatements therein, dated in light of the Closing Date circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and satisfactory does not express any opinion or belief as to (i) the financial statements or other financial and accounting data contained or incorporated by reference therein or excluded therefrom, including XBRL interactive data or (ii) the information in form and substance the Prospectus under the caption “Book-Entry System.” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the law of the State of North Carolina or, to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained extent set forth in the Statement foregoing opinions, the federal securities laws and may rely as to all matters of Eligibility the laws of the States of South Carolina, Ohio, Indiana and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, Florida on appropriate counsel for the Underwriters, dated the Closing Date, which letter shall be reasonably satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for which may include the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of Corporation’s other “in-house house” counsel). Such counsel for may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Asset Representations Reviewer, dated the Closing Date Corporation and satisfactory in form and substance other sources believed by him to the Representatives and counsel to the Underwritersbe responsible. (f) As of the Closing DateThe Representatives, the Notes Forward Purchasers and the Forward Sellers, shall be rated have received an opinion or opinions of Hunton & Xxxxxxxx LLP, counsel to the Corporation, dated such Time of Delivery, to the effect that: (i) This Agreement and the Forward Sale Agreements have been, and each Additional Forward Sale Agreement, if any, will be, duly authorized, executed and delivered by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under reviewCorporation. (gii) On or prior to This Agreement and the Closing DateForward Sale Agreements are, counsel for and each Additional Forward Sale Agreement, if any, will be, valid and binding agreements of the Underwriters shall have been furnished Corporation, enforceable against the Corporation in accordance with such documents their terms. (iii) The execution and opinions as they may reasonably require for delivery by the purpose Corporation of enabling them to pass upon this Agreement, the Forward Sale Agreements and the Additional Forward Sale Agreements, if any, and the consummation by the Corporation of the transactions contemplated hereby and thereby, including the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated Corporation Shares, if any, to be issued and related proceedingssold by the Corporation hereunder, will not (i) conflict with the Corporation’s Certificate of Incorporation or By-Laws, (ii) constitute a violation of, or in order to evidence a breach of or default under, the accuracy terms of any of the representations contracts set forth on Schedule IV hereto or warranties(iii) violate or conflict with, or result in any contravention of, any Applicable Law. “Applicable Law” means the fulfillment General Corporation Law of the State of Delaware and those laws, rules and regulations of the States of New York and North Carolina and those federal laws, rules and regulations of the United States of America, in each case that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc., the North Carolina Public Utilities Act, the rules and regulations of the North Carolina Utilities Commission and the New York State Public Service Commission and the New York State Public Service Law), but without our having made any special investigation as to the applicability of any of the conditionsspecific law, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrule or regulation. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Xxxx made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letterletters, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni Xxxx except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxxxx Xxxxx Price & Axxxxxx Xxxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALFXXX, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of RxxxxxxxXxxxxxxx, Xxxxxx & FingerXxxxxx, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Offered Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Offered Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Offered Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Offered Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni made herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni BMW Financial Services made pursuant to the provisions hereofhereto when made, to the performance by the Depositor and World Omni BMW Financial Services of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) Prior to On the Time Closing Date, each of Salethe Transaction Documents, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Preliminary Prospectus Notes and Certificates, a conformed copy thereof. The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative. (b) Both at or before the date hereof, and on or prior to before the Closing Date, the Representative shall have received letters, with respect to the Prospectus, the Representatives Time of Sale Information and the Depositor shall have received a letterProspectus, dated as of the date hereof and as of the Preliminary Prospectus and the ProspectusClosing Date, respectively, of KPMG LLP, independent certified public accountants reasonably acceptable accountants, addressed to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriters, substantially in the form of the draft or drafts to which the Representatives have Representative has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Representatives Representative and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the RepresentativesUnderwriters. (bc) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus or other preliminary prospectus listed on Schedule II III hereto or approved in writing by the Depositor and any “issuer information” (as defined above above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a7(h) hereof. Prior ; on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, BMW Financial Services shall be contemplated by the Commission. (cd) The Representatives Representative shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable an opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida in-house counsel to the Depositor and World OmniBMW Financial Services, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representatives Representative and counsel for to the Underwriters, to the effect that: (i) Each of BMW Financial Services and the Depositor (each, a “BMW Entity”) has been duly formed, is validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to conduct the business in which it is engaged, and at all relevant times, and now has the power and authority to acquire, own, sell and service the Receivables and the related Collateral. Each BMW Entity is duly qualified as a foreign limited liability company and in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on such BMW Entity’s business. (3ii) Reliance letters relating to The execution and delivery by each legal opinion relating to BMW Entity of the transactions contemplated by Transaction Documents and this Agreement and its performance of its obligations thereunder are within such BMW Entity’s limited liability company have been duly authorized by all necessary limited liability company or corporate action, as applicable, and proceedings on the Basic Documents rendered part of such BMW Entity and will not: a. require any authorization or approval or other action taken by counsel to ALFor in respect of, or notice or filing with, any governmental body, agency or official or other entity; b. contravene, or constitute a default under, any provision of applicable law or regulation or of its Certificate of Formation or Limited Liability Company Agreement of any agreement, judgment, injunction, order, decree or other instrument binding upon such BMW Entity; c. result in the Depositor or World Omni to the Owner Trusteecreation of imposition of any adverse claim on assets of such BMW Entity, the Indenture Trustee or any Rating Agencyof its subsidiaries; or d. require compliance with any bulk sales or similar law. (4iii) The favorable opinion This Agreement and each Transaction Document to which such BMW Entity is a party, has been duly executed and delivered by such BMW Entity. (iv) To the knowledge of such counsel, each BMW Entity has obtained all material licenses, permits and other governmental authorizations that are necessary to the conduct of its business; such licenses, permits and other governmental authorizations are in full force and effect, and each BMW Entity is in all material respects complying therewith; and each BMW Entity is otherwise in compliance with all laws, rules, regulations and statutes of any jurisdiction to which it is subject, except where non-compliance would not have a material adverse effect on such BMW Entity. (v) To the knowledge of such counsel for BMW Financial Services, as Servicer, BMW Financial Services has obtained all material licenses, permits and other governmental authorizations that are necessary to the conduct of its business; such licenses, permits and other governmental authorizations are in full force and effect, and BMW Financial Services is in all material respects complying therewith; and BMW Financial Services is otherwise in compliance with all laws, rules, regulations and statutes of any jurisdiction to which it is subject, except where noncompliance would not affect a material portion of the Receivables. (vi) There is no action, suit or other proceeding pending or threatened against any BMW Entity before any court, governmental agency or arbitrator which would materially affect the business or financial condition of a BMW Entity or which would materially adversely affect the ability of a BMW Entity to perform its obligations under its Limited Liability Company Agreement, or the Transaction Documents or this Agreement or seeks to prevent the issuance of the Notes or the Certificates or asserts the invalidity of any Transaction Document or this Agreement. (vii) Such counsel is familiar with BMW Financial Services’ standard operating procedures relating to its acquisition of a perfected first priority security interest in the vehicles financed by it pursuant to retail installment sale contracts in the ordinary course of its business. Assuming that its standard procedures are followed with respect to the perfection of security interests in the Vehicles (and such counsel has no reason to believe that BMW Financial Services has not followed its standard procedures in all material respects in connection with the perfection of security interests in the Vehicles), BMW Financial Services has acquired or will acquire a perfected first priority security interest in the Vehicles. Neither such security interest nor the perfection of such security interest shall be adversely affected by the transfer of the Receivables to the Depositor, the Trust or the pledge thereof to the Indenture Trustee. (e) The Representative shall have received an opinion of Xxxxxxx XxXxxxxxx LLP, counsel to the Depositor, BMW Financial Services and the Trust, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters, to the effect that: (i) Each of (a) the Registration Statement, as of its effective date, and (b) the Prospectus and the Preliminary Prospectus as of their applicable issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations thereunder applicable to a registration statement on Form S-3 (in the case of clause (a) above) or applicable to a final prospectus under such a registration statement (in the case of clause (b) above, other than the following (as to which we express no opinion): (i) the financial statements, other financial or accounting information or other statistical or numerical information, tabular or otherwise, contained in or incorporated by reference into the Registration Statement or the Prospectus, (ii) any other documents or information incorporated by reference into the Registration Statement or the Prospectus, (iii) any exhibits to the Registration Statement or (iv) the omission of any information from the Preliminary Prospectus identified in the Preliminary Prospectus as omitted. (5ii) The favorable opinion Indenture has been qualified under the Trust Indenture Act of special counsel to the Owner Trustee and the Titling Trustee1939, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwritersas amended. (6iii) A certificateThe statements in the base prospectus contained in the Preliminary Prospectus and the Prospectus, respectively, set forth under the captions “Description of the Transfer and Servicing Agreements”, “The Notes” and “Certain Information Regarding the Securities”, as modified by the statements in the Preliminary Prospectus Supplement and the Prospectus Supplement set forth under the captions “Description of the Transfer and Servicing Agreements”, “The Notes”, “Payments on the Notes” and “Credit Enhancement”, insofar as they describe certain provisions of the Transaction Documents, are correct in all material respects. The statements in the base prospectus contained in the Preliminary Prospectus and the Prospectus set forth under the caption “Certain Legal Aspects of the Receivables”, insofar as they contain descriptions of federal or New York laws, conclusions, rules or regulations, are correct in all material respects. (iv) It is not necessary to register the Trust or the Depositor under the Investment Company Act. (v) The Class A-1 Notes are “eligible securities” within the meaning of Rule 2a-7 of the Investment Company Act. (vi) The Notes, when duly authorized by all requisite limited liability company action on the part of the Depositor, executed by the Issuer and authenticated by the Indenture Trustee, stating that any information contained Trustee in the Statement of Eligibility and Qualification (Form T-1) filed accordance with the Registration Statement is trueIndenture, accurate and completedelivered against payment in accordance with this Agreement, will be entitled to the benefits of the Indenture and enforceable against the Trust in accordance with their terms. (7vii) The favorable letter No consent or approval by, or any notification of Mxxxx Xxxxx LLPor filing with, counsel for the Underwritersany New York state or federal court, dated the Closing Datepublic body or authority (each, which letter shall an “Authorization”) is required pursuant to New York state or federal law to be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated obtained or effected by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II heretoDepositor, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, BMW Financial Services or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Trust in connection with the issuance execution, delivery and performance by the Depositor, BMW Financial Services or the Trust, as applicable, of each of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance Transaction Documents to the Representatives and counsel which it is a party or this Agreement, except for the Underwriterssuch consents, approvals, notifications or filings that have been obtained or made. To our knowledge, no required Authorization that has been obtained or made has been withdrawn. (hviii) If any condition specified in this Section 7 shall not have been fulfilled when Each of the Transaction Documents to which the Depositor, BMW Financial Services or the Trust is a party (other than the Trust Agreement and the Note Depository Agreement, as required to be fulfilled, which we express no opinion) and this Agreement may be terminated constitutes a valid and binding agreement of the Depositor, BMW Financial Services or the Trust, as applicable, enforceable against the Depositor, BMW Financial Services or the Trust, respectively, in accordance with its respective terms. (ix) The execution and delivery by the Representatives Depositor, BMW Financial Services or the Trust of each of the Transaction Documents to which it is a party or this Agreement and compliance by notice the Depositor, BMW Financial Services or the Trust with the provisions thereof will not violate any law, statute, rule or regulation of the State of New York, or any federal law, statute, rule, or regulation. In addition to the Depositor and World Omni at any time at or prior to the Closing Dateopinions set forth above, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.counsel will confirm that:

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase subscribe and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer herein, to the accuracy of the statements of the respective officers of each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer made pursuant to the provisions hereof, to the performance by each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior 6.1 On or prior to the Time date of Sale, with respect to the Preliminary Prospectus this Agreement and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor you shall have received a letterletters, dated as of the date of the Preliminary Prospectus this Agreement and the ProspectusClosing Date, respectively, of independent public accountants reasonably acceptable PricewaterhouseCoopers LLP, all addressed to the Representatives Underwriters confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives you and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesyour counsel. (b) 6.2 The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior 5.1.1 of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the DepositorIssuer, World Omni the Bank or the Representativesyou, shall be contemplated by the Commission. 6.3 Subsequent to the execution and delivery of this Agreement, there shall not have occurred (ci) The Representatives any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer, the MTN Issuer, the Receivables Trustee or the Bank which, in your judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities of or guaranteed by the Bank or any debt securities the payments of which are dependent on payments on the Receivables by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or the London Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Barclays PLC or Barclays Bank PLC on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by English, United States Federal or New York authorities; (v) any material disruption in commercial banking securities settlement or clearance services; or (vi) any outbreak or escalation of major hostilities in which the United States or Great Britain is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the issuance of and subscription for and payment for the Notes. 6.4 You shall have received certificates of legal opinions dated the PresidentClosing Date: 6.4.1 addressed to the Underwriters from Weil, any Vice PresidentGotshal & Manges; 6.4.2 addressed to the Underwriters, the TreasurerNote Trustee, xxx Issuer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of Receivables Trustee, the Depositor MTN Issuer and World Omnithe Bank, each from Clifford Chance LLP; 6.4.3 addressed to the Undexxxxxxxx, the Note Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Bedell Cristin; 6.4.4 addressed to the Underwritxxx, xxx Xxxx Xxxxxxx, xxx Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Maclay Murray & Spens; and 6.4.5 addressed to thx Xxxxxxxxxxxx, xxx Xxxx Xrustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Tughan & Co; such legal opinions being in substantially the agrxxx xxrm. 6.5 You shall have received closing certificates dated the Closing Date, in which such officer shall state, in addressed to the case Underwriters and signed by a director or other duly authorised person on behalf of (A) the Depositor that (1) the representations and warranties each of the Depositor Issuer, the Receivables Trustee, the MTN Issuer and the Bank, as appropriate, each such certificate being in each Basic Document substantially the same agreed form. 6.6 You shall have received an incumbency certificate addressed to which it is the Underwriters and signed by a party and in this Agreement were true and correct as director of other duly authorised person on behalf of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigationIssuer, the Depositor has complied with all agreements Receivables Trustee, the MTN Issuer and satisfied all conditions the Bank such certificate being in substantially the agreed form. 6.7 You shall have received confirmation on its part to be performed or satisfied hereunder at or prior to before the Closing Date, no stop order suspending that the effectiveness of the Registration Statement UK Listing Authority has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by approved the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World OmniLondon Stock Exchange that the Notes have, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) subject to the best knowledge of such officer after reasonable investigationexecution, World Omni has complied with all agreements authentication and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all delivery of the Notes, not less than 25% been admitted to trading. 6.8 You shall have received the Memorandum and Articles of Association of each of the Notes (by principal amount) Issuer, the Bank, the MTN Issuer and the Receivables Trustee. 6.9 You shall have been purchased on received certified copies of the Closing Date by parties not affiliated with resolution of the Depositor.Board of Directors of the Issuer and any duly authorised committees thereof, approving and authorizing (ea) The Representatives shall have received: the execution and delivery of this Agreement and the other Issuer Related Transaction Documents, (1b) Such customary opinions the entry into and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion performance of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALFother Issuer Related Transaction Documents, and (c) the Depositor or World Omni to issue of the Owner Trustee, the Indenture Trustee or any Rating AgencyNotes. (4) The favorable opinion 6.10 You shall have received certified copies of counsel to the Indenture Trustee, dated resolution of the Closing Date Board of Directors of the Bank together with evidence of appropriate delegated authority evidencing the approval and satisfactory in form authorisation of the execution and substance to delivery of this Agreement and the Representatives other Bank Related Transaction Documents and counsel to the Underwritersentry into and performance of the transactions contemplated by this Agreement and the other Bank Related Transaction Documents. 6.11 You shall have received certified copies of the resolutions of the Board of Directors of the MTN Issuer and any duly authorised committees thereof, authorizing (5a) The favorable opinion the execution and delivery of special counsel to the Owner Trustee this Agreement and the Titling Trusteeother MTN Issuer Related Transaction Documents, dated (b) the Closing Date entry into and satisfactory in form performance of the transactions contemplated by this Agreement and substance to the Representatives other MTN Issuer Related Transaction Documents, and counsel to (c) the Underwritersissue of the Series 04-1 MTN Certificate. (6) A certificate, executed 6.12 You shall have received certified copies of the resolutions of the Board of Directors of the Receivables Trustee approving and authorizing the execution and delivery of this Agreement and the other Receivables Trustee Related Transaction Documents and the entry into and the performance of the transactions contemplated by this Agreement and the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and completeother Receivables Trustee Related Transaction Documents. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, 6.13 You shall have received a solvency certificate dated the Closing Date, which letter shall be satisfactory in form and substance addressed to the RepresentativesUnderwriters and signed by a duly authorised person on behalf of each of the Bank, the MTN Issuer, the Receivables Trustee and the Issuer, each such certificate being substantially in the agreed form . (8) The favorable opinion 6.14 You shall have received evidence, satisfactory to you and your counsel, of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor execution and the Trust, dated delivery on or before the Closing Date by all parties thereto of the Issuer Related Transaction Documents, the Bank Related Transaction Documents, the Receivables Trustee Related Transaction Documents and satisfactory in form and substance to the Representatives and counsel to MTN Issuer Related Transaction Documents, the Underwriterssame being substantially the respective agreed forms. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of 6.15 On or before the Closing Date, receipt by the Representative of confirmation from the Issuer that it has borrowed from the Bank under the Expenses Loan Agreement an amount sufficient (when aggregated with the net proceeds of the issue of the Notes) (i) to subscribe and pay for the Series 04-1 MTN Certificate issued by the MTN Issuer and (ii) to meet any other payment obligations of the Issuer to the Underwriters, or any of them. 6.16 You shall have received evidence, satisfactory to you and your counsel, of the MTN Issuer and, where necessary, the Issuer having taken all necessary steps for the issue of the Series 04-1 MTN Certificate. 6.17 You shall have received evidence satisfactory to you that the Class A Notes shall be rated "Aaa" by Moody's Investors Service, Inc. and "AAA" by Standard & Poor's Rxxxxxx Services, that the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II heretoClass B Notes shall be rated no lower than "A1" by Moody's Investors Service, such ratings shall not have been rescinded Inc. and no public announcement shall have been made lower than "A" by any Rating Agency Standarx & Xxxr's Ratings Services and that the rating of any Class of C Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form rated no lower than "Baa1" by Moody's Investors Services, Inc. and substance to the Representatives and counsel for the Underwritersno lower than "BBB" by Standard & Poor's Ratings Services. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Series Obligors herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Series Obligors made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Series Obligors of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Datedate of the Underwriting Agreement, with respect to the Prospectus, the Representatives and the Depositor you shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectivelyUnderwriting Agreement, of [independent public accountants reasonably acceptable to the Representatives accountants], confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives you and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesyour counsel. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a6(a) hereof. Prior of the Underwriting Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Series Obligors or the Representativesyou, shall be contemplated by the Commission. (c) The Representatives Subsequent to the execution and delivery of the Underwriting Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Series Obligors, ABS or Advanta Corp. which, in your judgment, materially impairs the investment quality of the Offered Notes; (ii) any downgrading in the rating of any debt securities of the Series Obligors, ABS or Advanta Corp. by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Series Obligors, ABS or Advanta Corp. on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by federal, Delaware or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Notes. (d) You shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, of Cole Xxxver, General Counsel for ABS and/or Woodxxxx xxx Wedge, special Nevada counsel, to the effect that: (i) ABS is a corporation duly organized, validly existing and in which such officer good standing under the laws of the State of Delaware. Such opinion shall state, be based solely upon the review of a certificate issued by the Secretary of State of the State of Delaware. (ii) ABS is an active corporation authorized to do business and in good standing in the case State of (A) New Jersey. Such opinion shall be based solely upon the Depositor that (1) review of a "Short Form Standing" certificate issued by the representations and warranties Secretary of State of the Depositor State of New Jersey. (iii) Each of ALRC VIII and ALRC IX is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Such opinion shall be based solely upon the review of a "Certificate of Existence with Status in Good Standing" issued by the Secretary of State of the State of Nevada. (iv) Each of ABS, ALRC VIII and ALRC IX has taken all necessary corporate action to authorize the execution and delivery of each Basic Document of the Transaction Documents to which it is a party and in this Agreement were true the performance of its obligations thereunder. (v) The execution and correct as delivery of each of the date therein indicatedTransaction Documents to which ABS, ALRC VIII or ALRC IX is a party, and its respective performance of its obligations thereunder, will not (2i) contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate (or articles) of incorporation or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such company. Such opinion shall be based upon actual knowledge. (vi) Based on actual knowledge, there is no action, suit or other proceeding against ABS, ALRC VIII or ALRC IX that would materially adversely affect the business or financial condition of such party or that would materially adversely affect the ability of such company to perform its obligations under the Transaction Documents to which it is a party. (e) You shall have received an opinion dated the closing date, of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, special counsel to ALRC VIII, ALRC IX and ABS, to the effect that: (i) The Registration Statement has become effective under the Act and the Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Act; to the best knowledge of such counsel's knowledge, no stop order, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus (other than the financial and statistical information therein as to which such counsel expresses no opinion), as of its effective date, with respect to the Registration Statement, or its date, with respect to the Prospectus, complied as to form in all material respects with requirements of the Act and the rules and regulations promulgated thereunder. (ii) Each of the Underwriting Agreement, the Transaction Documents and the Offered Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, in the form in which it became effective, and the Prospectus. (iii) Each of the Underwriting Agreement, the Transaction Documents and the Offered Notes constitutes the legal, valid and binding obligation of ABS, ALRC VIII and ALRC IX, enforceable against each of ABS, ALRC VIII and ALRC IX in accordance with its terms, subject to (a) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, moratorium, receivership, conservatorship, readjustment of debts or other laws, including those relating to fraudulent transfers or relating to or affecting the rights of creditors generally; (b) rights to indemnification and contribution which may be limited by applicable law or equitable principles or otherwise unenforceable as against public policy; (c) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or to the occurrence of any event of default; or (d) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding at equity or at law. (iv) The Agreement has been duly qualified under the Trust Indenture Act of 1939, as amended. (v) None of ABS, ALRC VIII or ALRC IX is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (f) You shall have received from Woodxxxx xxx Wedge, special Nevada counsel, an opinion with respect to the perfection of the security interests granted by ALRC VIII and ALRC IX, and from ______________ an opinion with respect to the perfection of transfers from ABS to ALRC VIII and ALRC IX. (g) You shall have received an opinion, dated the Closing Date, from Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, special counsel to ABS, ALRC VIII and ALRC IX, with respect to federal bankruptcy matters satisfactory to the Rating Agencies. (h) You shall have received a certificate from ALRC VIII, dated the Closing Date, of a Vice President or senior officer in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (v) the Depositor representations and warranties of ALRC VIII in the Underwriting Agreement are true and correct in all material respects on and as of the Closing Date, (w) ALRC VIII has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated threatened by the Commission Commission, (y) nothing has come to such officer's attention that would lead such officer to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (3z) subsequent to the date of this Agreementthe Prospectus, there has been no material adverse change in the condition, financial position or otherwise, or in the earnings, results of operation of ALRC VIII's business affairs or business prospects of the Depositor, except as set forth in or contemplated by the ProspectusProspectus or as described in such certificate. (i) You shall have received a certificate from ALRC IX, dated the Preliminary Prospectus and Closing Date, of a Vice President or senior officer in which such officer, to the Time best of Sale Information and (B) World Omnihis or her knowledge after reasonable investigation, shall state that (1v) the representations and warranties of World Omni ALRC IX in each Basic Document to which it is a party and in this the Underwriting Agreement were are true and correct in all material respects on and as of the date therein indicatedClosing Date, (2w) to the best knowledge of such officer after reasonable investigation, World Omni ALRC IX has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (y) nothing has come to such officer's attention that would lead such officer to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (3z) subsequent to the date of this Agreementthe Prospectus, there has been no material adverse change in the condition, financial position or otherwise, or in the earnings, results of operation of ALRC IX's business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationor as described in such certificate. (dj) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) You shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable received an opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP_________, special Florida counsel to the Depositor and World OmniTrustee, addressed to you, dated the Closing Date and Date, satisfactory in form and substance to you and your counsel and substantially to the Representatives effect that: (i) The Trustee is __________________ and counsel for is authorized thereunder to transact the Underwritersbusiness of banking and to exercise fiduciary powers. (3ii) Reliance letters Each of the Transaction Documents to which the Trustee is a party has been duly and validly authorized, executed and delivered by the Trustee, and constitutes the legal, valid, binding and enforceable obligations of the Trustee, except as enforceability may be limited by (a) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, arrangement, or other similar laws relating to each legal opinion relating to bank insolvency (including the transactions contemplated Federal Deposit Insurance Act, as amended by this Agreement the Financial Institutions, Reform, Recovery and Enforcement Act of 1989) and affecting the Basic Documents rendered by counsel to ALFenforcement of the rights of creditors generally, the Depositor whether now or World Omni to the Owner Trusteehereinafter in effect, the Indenture Trustee and (b) general principles of equity, whether such enforcement is considered in a proceeding in equity or any Rating Agencyat law. (4k) The favorable opinion of counsel You shall have received evidence satisfactory to you that the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) Class A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated "___" by _________ and _________, the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II heretoClass B Notes shall be rated no lower than "___" by _________ and ________, such ratings and the Class C Notes shall not have been rescinded be rated no lower than "___" by _________ and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review________. (gl) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished The Series Obligors will furnish you with such conformed copies of such opinions, Offered Notes, letters and documents and opinions as they may you reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrequest. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectusdelivery thereof, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and RegulationsRegulations and with respect to certain information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxxx XxXxxxxxx, LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxxx XxXxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of Xxxxx Xxxxx LLP, counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of Xxxxxxxxx X. Xxxxxx, Esq., General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxxx XxXxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxxx XxXxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A. as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (9) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the Closing Date, the Class A-2 Notes, not less than 25% of the Class A-3 Notes (by principal amount) and the Class A-4 Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the DepositorSecond Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Advanta LLC herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Advanta LLC made pursuant to the provisions hereof, to the performance by Advanta LLC and the Depositor and World Omni Bank of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Datedate of the Underwriting Agreement, with respect to the Prospectus, the Representatives and the Depositor you shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectivelyUnderwriting Agreement, of [independent public accountants reasonably acceptable to the Representatives accountants], confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives you and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus)your counsel. For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives.7 (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior Regulations; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of Advanta LLC, the Depositor, World Omni Bank or the Representativesyou, shall be contemplated by the Commission. (c) The Representatives Subsequent to the execution and delivery of the Underwriting Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of Advanta LLC, the Bank or Advanta Corp. which, in your judgment, materially impairs the investment quality of the Offered Notes; (ii) any downgrading in the rating of any debt securities of Advanta LLC, the Bank or Advanta Corp. by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Advanta LLC, the Bank or Advanta Corp. on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by federal, Delaware or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Notes. (d) You shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, of ____________, General Counsel for the Bank and/or _______________, special counsel, to the effect that: (i) The Bank is a corporation duly organized, validly existing and in which such officer shall state, good standing under the laws of the State of Utah. (ii) The Bank is an active corporation authorized to do business and in good standing in the case State of ________. (Aiii) Advanta LLC is a limited liability company duly organized, validly existing and in good standing under the Depositor that (1) the representations and warranties laws of the Depositor in State of Delaware. (iv) Both the Bank and Advanta LLC has taken all necessary action to authorize the execution and delivery of each Basic Document of the Transaction Documents to which it is a party and in this Agreement were true the performance of its obligations thereunder. (v) The execution and correct as delivery of each of the date therein indicatedTransaction Documents to which the Bank and Advanta LLC are a party, and their respective performance of their obligations thereunder, will not (2i) contravene, or constitute a default under, any provision of applicable law or regulation or of their respective certificates (or articles) of 8 incorporation, limited liability company agreement or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such company. Such opinion shall be based upon actual knowledge. (vi) Based on actual knowledge, there is no action, suit or other proceeding against the Bank or Advanta LLC that would materially adversely affect the business or financial condition of such party or that would materially adversely affect the ability of such company to perform its obligations under the Transaction Documents to which it is a party. (e) You shall have received an opinion dated the closing date, of Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, special counsel to Advanta LLC and the Bank, to the effect that: (i) The Registration Statement has become effective under the Act and the Prospectus has been filed with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Act; to the best knowledge of such counsel's knowledge, no stop order, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and the Registration Statement and the Prospectus (other than the financial and statistical information therein as to which such counsel expresses no opinion), as of its effective date, with respect to the Registration Statement, or its date, with respect to the Prospectus, complied as to form in all material respects with requirements of the Act and the rules and regulations promulgated thereunder. (ii) Each of the Underwriting Agreement, the Transaction Documents and the Offered Notes conform in all material respects to the descriptions thereof contained in the Registration Statement, in the form in which it became effective, and the Prospectus. (iii) Each of the Underwriting Agreement, the Transaction Documents and the Offered Notes constitutes the legal, valid and binding obligation of the Bank (except with respect to the Indenture to which the Bank is not a party) and Advanta LLC, enforceable against each of the Bank (except with respect to the Indenture to which the Bank is not a party) and Advanta LLC in accordance with its terms, subject to (a) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, moratorium, receivership, conservatorship, readjustment of debts or other laws, including those relating to fraudulent transfers or relating to or affecting the rights of creditors generally; (b) rights to indemnification and contribution which may be limited by applicable law or equitable principles or otherwise unenforceable as against public policy; (c) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or to the occurrence of any event of default; or (d) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding at equity or at law. 9 (iv) The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. (v) Neither the Bank nor Advanta LLC is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (f) You shall have received from _____________, special Delaware counsel, an opinion with respect to the perfection of the security interests granted by Advanta LLC, and from ______________ an opinion with respect to the perfection of transfers from the Bank to Advanta LLC. (g) You shall have received an opinion, dated the Closing Date, from Orrixx, Xxrrxxxxxx & Xutcxxxxx XXX, special counsel to the Bank and Advanta LLC, with respect to federal bankruptcy matters satisfactory to the Rating Agencies. (h) You shall have received a certificate from Advanta LLC, dated the Closing Date, of a Vice President or senior officer of the managing member of Advanta LLC in which such officer, to the best of his or her knowledge after reasonable investigation, shall state that (v) the Depositor representations and warranties of Advanta LLC in the Underwriting Agreement are true and correct in all material respects on and as of the Closing Date, (w) Advanta LLC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, (x) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated threatened by the Commission Commission, (y) nothing has come to such officer's attention that would lead such officer to believe that the Registration Statement or the Prospectus, and any amendment or supplement thereto, as of its date and as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (3z) subsequent to the date of this Agreementthe Prospectus, there has been no material adverse change in the condition, financial position or otherwise, or in the earnings, results of operation of Advanta LLC's business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni or as described in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationcertificate. (di) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) You shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable received an opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP_________________, special Florida counsel to the Depositor and World OmniTrustee, addressed to you, dated the Closing Date and Date, satisfactory in form and substance to you and your counsel and substantially to the Representatives effect that: (i) The Trustee is a _________________ and counsel for is authorized thereunder to transact the Underwritersbusiness of banking and to exercise fiduciary powers. (3ii) Reliance letters Each of the Transaction Documents to which the Trustee is a party has been duly and validly authorized, executed and delivered by the Trustee, and constitutes the legal, valid, binding and enforceable obligations of the Trustee, except as enforceability may be limited by (a) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization, arrangement, or other similar laws relating to each legal opinion relating to bank insolvency (including the transactions contemplated Federal Deposit Insurance Act, as amended by this Agreement the Financial Institutions, Reform, Recovery 10 and Enforcement Act of 1989) and affecting the Basic Documents rendered by counsel to ALFenforcement of the rights of creditors generally, the Depositor whether now or World Omni to the Owner Trusteehereinafter in effect, the Indenture Trustee and (b) general principles of equity, whether such enforcement is considered in a proceeding in equity or any Rating Agencyat law. (4j) The favorable opinion of counsel You shall have received evidence satisfactory to you that the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Class A-1 Notes shall be rated "___" by ____________ and ____________, the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II heretoClass A-2 Notes shall be rated no lower than "___" by ____________ and ____________, such ratings the Class A-3 Notes shall not have been rescinded be rated no lower than "___" by ____________ and ____________, the Class A-4 Notes shall be rated no public announcement lower than "___" by ____________ and ____________, the Class B Notes shall have been made be rated no lower than "___" by any Rating Agency that ____________ and ____________, the rating of any Class of C Notes has been placed under reviewshall be rated no lower than "___" by ____________ and ____________ and the Class D Notes shall be rated no lower than "___" by ____________ and ____________. (gk) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished Advanta LLC will furnish you with such conformed copies of such opinions, Offered Notes, letters and documents and opinions as they may you reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersrequest. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Firm Common Shares on the First Closing Date and the Optional Common Shares on the Second Closing Date shall be subject to the accuracy of the respective representations and warranties on the part of the Depositor Company and World Omni hereinthe Selling Shareholders herein set forth as of the date hereof and as of the First Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of Company officers and the respective officers of the Depositor and World Omni Selling Shareholders made pursuant to the provisions hereof, to the performance by the Depositor Company and World Omni the Selling Shareholders of their respective obligations hereunder hereunder, and to the following additional conditions precedentconditions: (a) Prior The Registration Statement shall have become effective not later than 5:00 P.M. (or, in the case of a registration statement filed pursuant to Rule 462(b) of the Rules and Regulations relating to the Time Common Shares, not later than 10:00 P.M.), Washington, D.C. Time, on the date of Salethis Agreement, with respect or at such later time as shall have been consented to by you; if the Preliminary Prospectus and on or prior to the Closing Date, with respect to filing of the Prospectus, the Representatives and the Depositor shall have received a letteror any supplement thereto, dated as is required pursuant to Rule 424(b) of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with in the Commission in accordance with manner and within the time period required by Rule 424(b) of the Rules and Regulations Regulations; and Section 5(a) hereof. Prior prior to the such Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Depositor, World Omni Company or the Representativesyou, shall be contemplated by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement, or otherwise, shall have been complied with to your satisfaction. (cb) The Representatives You shall have received certificates of be satisfied that since the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct respective dates as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of which information is given in the Registration Statement has been issued and no proceedings for that purpose Prospectus, (i) there shall not have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse any change in the condition, financial capital stock of the Company (other than as contemplated by Section 6(h) above) or otherwise, any of its subsidiaries or any material change in the earnings, business affairs or business prospects indebtedness (other than in the ordinary course of business) of the DepositorCompany or any of its subsidiaries, (ii) except as set forth in or contemplated by the Registration Statement or the Prospectus, no material verbal or written agreement or other transaction shall have been entered into by the Preliminary Prospectus and Company or any of its subsidiaries, which is not in the Time ordinary course of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicatedbusiness, (2iii) no loss or damage (whether or not insured) to the best knowledge property of such officer after reasonable investigation, World Omni has complied with all agreements the Company or any of its subsidiaries shall have been sustained which materially and satisfied all conditions on its part to be performed or satisfied hereunder and adversely affects the condition (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise), business, results of operations or prospects of the Company and its subsidiaries, taken as a whole, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its subsidiaries which is material to the Company and its subsidiaries, taken as a whole, or in the earnings, business affairs which affects or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material change in the Basic Documents rendered by counsel condition (financial or otherwise), business, management, results of operations or prospects of the Company and its subsidiaries, taken as a whole, which makes it impractical or inadvisable in the judgment of the Representatives to ALF, proceed with the Depositor public offering or World Omni to purchase the Owner Trustee, the Indenture Trustee or any Rating AgencyCommon Shares as contemplated hereby. (4c) The favorable opinion There shall have been furnished to you, as Representatives of counsel to the Indenture TrusteeUnderwriters, dated the on each Closing Date and satisfactory Date, in form and substance satisfactory to the Representatives and counsel to the Underwriters. you, except as otherwise expressly provided below: (5i) The favorable An opinion of special counsel to the Owner Trustee and the Titling TrusteeHofheimer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificateNusbaum, executed by the Indenture TrusteeXxXxxxx & Xxxxxxx, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLPP.C., counsel for the UnderwritersCompany and the Selling Shareholders identified as the "Virginia Selling Shareholders" on Schedule B hereto (the "Virginia Selling Shareholders"), addressed to the Underwriters and dated the First Closing Date, which letter shall be satisfactory in form and substance to or the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Second Closing Date, as the Notes shall be rated by case may be, to the Rating Agencies effect that: (1) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business as a foreign corporation and is in good standing in each state in which it owns or leases real property, and has full corporate power and authority to own its properties and conduct its business as described in the Registration Statement; (2) The authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not the Prospectus; all necessary and proper corporate proceedings have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or taken in order to evidence validly authorize such authorized capital stock; all outstanding shares of capital stock (including the accuracy Firm Common Shares and any Optional Common Shares) have been duly and validly issued, are fully paid and nonassessable, were not issued in violation of or subject to any of the representations or warrantiespreemptive rights or, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance best of the Notes such counsel's knowledge, other rights to subscribe for or purchase any securities and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance conform to the Representatives and counsel for description thereof contained in the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.Prospectus; all outstanding shares

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni MBFS USA herein, to the accuracy of the statements certifications of the respective officers of the Depositor and World Omni Mercedes Parties made pursuant to the provisions hereof, to the performance by the Depositor and World Omni MBFS USA of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to The Registration Statement shall be effective at the Time of SaleExecution Time, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the 2020-B Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the Commission. (b) Each of the Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 6(a) hereof. Each of the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433 of the Rules and Regulations and neither the Depositor nor MBFS USA has disseminated any other free writing prospectus that is required to be filed with the Commission. (c) On or prior to the date of this Agreement and on or prior to the 2020-B Closing Date, the Representatives shall have received a letter or letters, dated as of the date of this Agreement and as of the 2020-B Closing Date, respectively, of an independent registered public accounting firm reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and otherwise in form and substance satisfactory to the Representatives and their counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any Mercedes Party which, in the judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency on the U.S. financial markets makes it impractical or inadvisable to proceed with the offering, sale of and payment for the Notes. (e) The Representatives shall have received opinions of Sidley Austin LLP, counsel to the Mercedes Parties and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability, tax, perfection and priority, and true sale/nonconsolidation matters addressed to the Representatives, dated the 2020-B Closing Date and satisfactory in form and substance to the Representatives and their counsel. Such counsel shall also opine as to such other matters as the Underwriters may reasonably request. (f) The Representatives shall have received opinions of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Mercedes Parties, the Owner Trustee and the Titling Trustee and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2020-B Closing Date and satisfactory in form and substance to the Representatives and their counsel. (g) The Representatives shall have received an opinion addressed to them by Sidley Austin LLP in its capacity as special tax counsel to the Issuing Entity, dated the 2020-B Closing Date, substantially to the effect that the statements in each of the Preliminary Prospectus and the Prospectus under the headings “Summary of Terms–– Tax Status” (to the extent relating to Federal income tax consequences), and “Material Federal Income Tax Consequences” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Summary of Terms––ERISA Considerations” and “Certain ERISA Considerations,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (h) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the 2020-B Closing Date and satisfactory in form and substance to the Representatives and their counsel. (i) The Representatives shall have received a negative assurance letter addressed to them of Sidley Austin LLP, counsel to the Mercedes Parties, dated the 2020-B Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (j) The Representatives shall have received a negative assurance letter addressed to them of Xxxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Underwriters, dated the 2020-B Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (k) The Representatives shall have received an opinion of Xxxxxxx & Xxxxxx, LLP, counsel to U.S. Bank National Association, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2020-B Closing Date and satisfactory in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received certificates dated the 2020-B Closing Date of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the Secretary, the principal financial officer or any Assistant Secretary the principal accounting officer of each of the Depositor and World Omni, each dated the Closing DateMBFS USA, in which such officer shall statestate that, in to the case best of his/her knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of the Depositor and MBFS USA, respectively, contained in each this Agreement are true and correct and the representations and warranties of the Mercedes Parties, respectively, contained in the 2020-B Basic Document Documents to which it is a party and in this Agreement were party, as applicable, are true and correct in all material respects and that each Mercedes Party, as of the date therein indicatedcase may be, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the 2020-B Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are contemplated by the Commission Commission, and (3ii) subsequent to other than as described in such certificate, since the date Time of this AgreementSale, there has been no material adverse change change, or development involving a prospective material adverse change, in or affecting particularly the business or properties of any Mercedes Party, as the case may be, has occurred. (m) The Representatives shall have received evidence satisfactory to it of the filing of all UCC financing statements necessary to perfect (i) the Collateral Agent’s interest in the condition, financial or otherwise, or Collateral and (ii) the transfer of the interest of MBFS USA in the earnings, business affairs or business prospects of 2020-B Exchange Note and the proceeds thereof to the Depositor, except as set forth the transfer of the interest of the Depositor in or contemplated the 2020-B Exchange Note and the proceeds thereof to the Issuing Entity and the grant of the security interest by the Prospectus, Issuing Entity in the Preliminary Prospectus 2020-B Exchange Note and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) proceeds thereof to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationIndenture Trustee. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (en) The Representatives shall have received: , from each of the Depositor and MBFS USA, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (1i) Such customary opinions the formation documents, (ii) the limited liability company agreement, bylaws or trust agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and letters as may be requested by counsel for the Underwriters2020-B Basic Documents and (iv) the designation of incumbency of each such entity. (2o) The favorable opinion Each class of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNotes shall have been rated by each Hired NRSRO as set forth in the Ratings Free Writing Prospectus, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel each case shall not have been placed on any credit watch or review with a negative implication for the Underwritersdowngrade. (3p) Reliance letters relating to each legal opinion relating to On the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in2020-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the B Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement Certificates shall have been made issued by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior Issuing Entity and transferred to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersDepositor. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on given by the part of Transferor (as to itself and the Depositor Issuer) and World Omni the Bank herein, to the accuracy of the statements of the respective officers of the Depositor Transferor and World Omni the Bank made pursuant to the provisions hereof, to the performance by the Depositor Transferor and World Omni the Bank of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and The Representatives shall have received letters dated on or prior to the Closing Date, with respect to the Prospectus, the Representatives Date and the Depositor shall have received a letter, dated as of the date covering each of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably in each case from a nationally recognized accounting firm acceptable to the Representatives Representatives, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for their counsel; provided, that if any such letter is dated as of a date other than the Underwriters (and for date of the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information Preliminary Prospectus or the Prospectus). For , as applicable, such letter shall include language to the purposes effect that the procedures described therein were performed as of the immediately preceding sentence, any date of the “Big Four” accounting firms shall be deemed to be acceptable to Preliminary Prospectus or the RepresentativesProspectus, as applicable. (b) The ProspectusRepresentatives shall have received (i) fully executed copies of this Agreement, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing Indenture and the other Program Documents duly executed and delivered by the Depositor 106145314 WFN 2019-C Underwriting Agreement parties thereto and any “issuer information” as defined above included in any Permitted Underwriter Communication required (ii) evidence satisfactory to be filed with the Commission Representatives that the Retained Note Transaction has been consummated. (c) The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a4(a) hereof. Prior of this Agreement and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Transferor or the Representatives, shall be contemplated by the Commission. (c) . The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the ProspectusStatement, the Preliminary Prospectus and the Time of Sale Information Prospectus, and (B) World Omnieach amendment or supplement thereto, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of their respective effective or issue dates, complied as to form in all material respects with the date therein indicated, (2) to requirements of the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationAct. (d) With respect Subsequent to all the execution and delivery of this Agreement none of the following shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly WFNMT, the Issuer, the business or properties of the Transferor or the Bank which, in the judgment of the Underwriters make it impractical or inadvisable to proceed with the completion and sale of and payment for the Underwritten Notes, (ii) trading in securities generally on the New York Stock Exchange, not less than 25% the American Stock Exchange or the over-the-counter market shall have been suspended, limited or minimum prices shall have been established on either of such exchanges or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (iii) a banking moratorium shall have been declared by Federal or state authorities; (iv) any material disruption in securities settlement or clearance services in the United States, the direct effect of which on any party involved in the settlement or clearance of the Notes would make it impractical to proceed with the completion and sale of and payment for the Notes; or (by principal amountv) the United States shall have become engaged in hostilities, there shall have been purchased on an escalation of hostilities involving the Closing Date by parties not affiliated with the Depositor. (e) The Representatives United States or there shall have received: (1) Such customary opinions and letters as may be requested been a declaration of a national emergency or war by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee United States or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trusteeother substantial national or international calamity or emergency which, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement judgment of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Dateeffect of such hostilities, which letter shall be satisfactory in form and substance escalation, declaration or other calamity or emergency makes it impractical or inadvisable to proceed with the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates completion and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel payment for the UnderwritersUnderwritten Notes. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Corporation herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Corporation made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Corporation of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary The Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for filing by the 1933 Act Regulations and in accordance herewith and each Permitted Free Writing Prospectus shall have been filed by the Corporation with the Rules Commission within the applicable time periods prescribed for such filings by, and Regulations otherwise in compliance with, Rule 433 of the 1933 Act Regulations. (b) On or after the Applicable Time and Section 5(a) hereof. Prior prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the 1933 Act shall have been instituted or, to the knowledge of the Depositor, World Omni Corporation or the Representativesyou, shall be contemplated threatened by the Commission. (c) The Representatives On or after the Applicable Time and prior to the Closing Date, the rating assigned by Xxxxx’x Investors Service, Inc., Standard & Poor’s Ratings Services or Fitch Ratings Inc. to any debt securities or preferred stock of the Corporation as of the date of this Agreement shall not have been lowered. (d) Since the respective most recent dates as of which information is given in the Pricing Disclosure Package and the Prospectus and up to the Closing Date, there shall not have been any material adverse change in the condition of the Corporation, financial or otherwise, except as reflected in or contemplated by the Prospectus, and, since such dates and up to the Closing Date, there shall not have been any material transaction entered into by the Corporation other than transactions contemplated by the Pricing Disclosure Package and the Prospectus and transactions in the ordinary course of business, the effect of which in your reasonable judgment is so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated by the Pricing Disclosure Package and the Prospectus. (e) You shall have received certificates an opinion of Xxxxxx X. Xxxxx III, Esq., Associate General Counsel of the PresidentCorporation, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, to the effect that: (i) Each of the Principal Subsidiaries, other than Duke Energy Carolinas, LLC, has been duly incorporated and is validly existing in good standing under the laws of the jurisdiction of its incorporation and has the respective corporate power and authority and foreign qualifications necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. Duke Energy Carolinas, LLC has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of North Carolina and has full limited liability company power and authority necessary to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Prospectus. (ii) Each of the Corporation and the Principal Subsidiaries is duly qualified to do business in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such officer shall statequalification, except where the failure to so qualify, considering all such cases in the case aggregate, does not have a material adverse effect on the business, properties, financial condition or results of (A) the Depositor that (1) the representations and warranties operations of the Depositor in each Basic Document Corporation and its subsidiaries taken as a whole. (iii) The Registration Statement became effective upon filing with the Commission pursuant to which it is a party and in this Agreement were true and correct as Rule 462 of the date therein indicated1933 Act Regulations, (2) and, to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Datecounsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated pending or threatened under the 1933 Act. (iv) The descriptions in the Registration Statement, the Pricing Disclosure Package and the Prospectus of any legal or governmental proceedings are accurate and fairly present the information required to be shown, and such counsel does not know of any litigation or any legal or governmental proceeding instituted or threatened against the Corporation or any of its Principal Subsidiaries or any of their respective properties that would be required to be disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and is not so disclosed. (v) This Agreement has been duly authorized, executed and delivered by the Commission Corporation. (vi) The execution, delivery and (3) subsequent performance by the Corporation of this Agreement and the Indenture and the issue and sale of the Notes will not violate or contravene any of the provisions of the Certificate of Incorporation or By-Laws of the Corporation or any statute or any order, rule or regulation of which such counsel is aware of any court or governmental agency or body having jurisdiction over the Corporation or any of its Principal Subsidiaries or any of their respective property, nor will such action conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the date Corporation or any of its Principal Subsidiaries is a party or by which any of them or their respective property is bound or to which any of its property or assets is subject which affects in a material way the Corporation’s ability to perform its obligations under this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus Indenture and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationNotes. (dvii) With respect to all The Indenture has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the NotesCorporation, not less than 25% of enforceable against the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated Corporation in accordance with the Depositorits terms. (eviii) The Representatives shall Notes have received: (1) Such customary opinions been duly authorized, executed and letters as may be requested issued by counsel for the UnderwritersCorporation and, when authenticated by the Trustee, in the manner provided in the Indenture and delivered against payment therefor, will constitute valid and legally binding obligations of the Corporation enforceable against the Corporation in accordance with their terms, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and the Notes. (2ix) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNo consent, special Florida counsel approval, authorization, order, registration or qualification is required to the Depositor and World Omniauthorize, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel or for the Underwriters. (3) Reliance letters relating Corporation to each legal opinion relating to consummate the transactions contemplated by this Agreement Agreement, except for such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Underwriters and except as required in Condition 7.6 of the order of the North Carolina Utilities Commission dated June 29, 2012, in Docket No. E-7, sub 986, which consent has been obtained. Such counsel may state that his opinions in paragraphs (vii) and (viii) are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Such counsel shall state that nothing has come to his attention that has caused him to believe that each document incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Basic Documents rendered by Prospectus, when filed, was not, on its face, appropriately responsive, in all material respects, to the requirements of the 1934 Act and the 1934 Act Regulations. Such counsel shall also state that nothing has come to ALFhis attention that has caused him to believe that (i) the Registration Statement, including the Rule 430B Information, as of its effective date and at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package at the Applicable Time contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) that the Prospectus or any amendment or supplement thereto, as of the date it was filed with, or transmitted for filing to, the Depositor Commission and at the Closing Date, contained or World Omni contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Such counsel may also state that, except as otherwise expressly provided in such opinion, he does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in or incorporated by reference into the Registration Statement, the Pricing Disclosure Package or the Prospectus and does not express any opinion or belief as to (i) the financial statements or other financial data contained or incorporated by reference therein , including XBRL interactive data, (ii) the statement of the eligibility and qualification of the Trustee included in the Registration Statement (the “Form T-1”) or (iii) the information in the Prospectus under the caption “Book-Entry System.” In rendering the foregoing opinion, such counsel may state that he does not express any opinion concerning any law other than the law of the State of North Carolina and may rely as to all matters of the laws of the States of South Carolina, Ohio, Indiana and Florida on appropriate counsel reasonably satisfactory to the Owner TrusteeRepresentatives, which may include the Indenture Trustee or any Rating AgencyCorporation’s other “in-house” counsel). Such counsel may also state that he has relied as to certain factual matters on information obtained from public officials, officers of the Corporation and other sources believed by him to be responsible. (4f) The favorable You shall have received an opinion of Xxxxxxxx, Xxxxxxxx & Xxxxxx, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the UnderwritersCorporation, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representativeseffect that: (i) This Agreement has been duly authorized, executed and delivered by the Corporation. (8) ii) The favorable opinion execution and delivery by the Corporation of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor this Agreement and the Trust, dated consummation by the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As Corporation of the Closing Datetransactions contemplated hereby, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon including the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedingsNotes, will not (i) conflict with the Corporation’s certificate of incorporation or Bylaws, (ii) constitute a violation of, or in order to evidence a breach of or default under, the accuracy terms of any of the representations contracts set forth on Schedule D hereto or warranties(iii) violate or conflict with, or result in any contravention of, any Applicable Law. “Applicable Law” means the fulfillment of any General Corporation Law of the conditionsState of Delaware and those laws, herein contained; rules and all proceedings taken by the parties to the Basic Documents in connection with the issuance regulations of the Notes State of New York and those federal laws, rules and regulations of the United States of America, in each case that, in such counsel’s experience, are normally applicable to transactions of the type contemplated by this Agreement (other than the United States federal securities laws, state securities or blue sky laws, antifraud laws and the Certificates rules and sale regulations of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersFinancial Industry Regulatory Authority). (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and other Time of Sale Information and on or prior to the Closing Date, with respect to the Prospectus, [PWC] shall have furnished to the Representatives and the Depositor shall have received a letterletters, dated as of the date of the Preliminary Prospectus and the ProspectusClosing Date, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for their counsel, confirming that they are certified independent public accountants and stating in effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the Underwriters (general accounting records of the Trust, World Omni and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference Depositor) set forth in the Time of Sale Information or and Prospectus, respectively, agrees with the Prospectus). For the purposes accounting records of the immediately preceding sentenceTrust, World Omni and the Depositor, excluding any questions of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativeslegal interpretation. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II III hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, President or the Treasurer, the Secretary Treasurer or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (63) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7e) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter Class A-1 Notes shall be satisfactory rated in form the highest short-term rating category by each of Moody’s and substance to Standard & Poor’s. Each Class of the Representatives. Class A-2 Notes, Class A-3 Notes, and Class A-4 Notes shall be rated “AAA” (8) The favorable opinion or its equivalent) by each of Rxxxxxxx, Xxxxxx Moody’s and Standard & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the UnderwritersPoor’s. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Offered Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Offered Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (hg) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g5(h) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes Underwritten Securities will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Triad made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor PricewaterhouseCoopers LLP shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable furnished to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, letters substantially in the form and substance of the draft or drafts to which the Representatives have previously agreed which letters shall cover, among other things, the statistical information contained under the caption “Static Pool Data” in the Preliminary Prospectus Supplement and otherwise the Prospectus Supplement. (b) The Representatives shall have received the Sale and Servicing Agreement, the Purchase Agreement, the Indenture, the Trust Agreement, the Indemnification Agreement, the Class A Notes and the other Basic Documents in form and in substance satisfactory to the Representatives and counsel for duly executed by the Underwriters (and for the avoidance of any doubt, covering any static pool data signatories required pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesrespective terms thereof. (bc) The ProspectusRegistration Statement shall be effective at the Execution Time and, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law; the Preliminary Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b); and the Prospectus shall be filed with the Commission in the manner and within the time period required by Rule 424(b). (cd) The Representatives shall have received certificates dated the Closing Date of any one of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the principal financial officer or any Assistant Secretary the principal accounting officer of each of Triad and the Depositor and World Omni, each dated the Closing DateDepositor, in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of each of Triad and the Depositor contained in each Basic Document to which it is a party the Trust Agreement, the Purchase Agreement, the Sale and in Servicing Agreement and this Agreement were Underwriting Agreement, as applicable, are true and correct as of the date therein indicatedin all material respects, (2ii) to each of Triad and the best knowledge of such officer after reasonable investigationDepositor, the Depositor has complied in all material respects with all agreements and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the Closing Date, (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission Commission, (iv) since March 31, 2007 except as may be disclosed in the Preliminary Prospectus and (3) subsequent to the date of this AgreementProspectus, there has been no material adverse change in or affecting particularly the conditionbusiness or properties of the Depositor or Triad has occurred, financial and (v) none of the Registration Statement, the Preliminary Prospectus or otherwise, the Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the earnings, business affairs or business prospects case of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World OmniProspectus, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as light of the date therein indicated, (2circumstances under which they were made) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.not

Conditions of the Obligations of the Underwriters. The obligation of ------------------------------------------------- the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on by Spiegel and the part of the Depositor and World Omni Bank herein, to the accuracy of the statements of the respective officers of Spiegel and the Depositor and World Omni Bank made pursuant to the provisions hereof, to the performance by Xxxxxxx and the Depositor and World Omni Bank of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectusdate of this Agreement, the Representatives and the Depositor Representative shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectivelythis Agreement, of independent public accountants reasonably acceptable to the Representatives [________________], confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives Representative and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesits counsel. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Bank or the RepresentativesRepresentative, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement none of the following shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of Spiegel or the Bank which, in the judgment of the Underwriters, make it impractical or inadvisable to proceed with the public offering or delivery of the Notes on the terms and in the manner contemplated in the Prospectus, (ii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended or minimum prices shall have been established on either of such exchanges or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (iii) a banking moratorium shall have been declared by Federal or state authorities; (iv) the United States shall have become engaged in hostilities, there shall have been an escalation of hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States; (v) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets of the United States shall be such) as to make it, in the judgment of the Underwriters, impractical or inadvisable to proceed with the public offering or delivery of the Notes on the terms and in the manner contemplated in the Prospectus or (vi) any material adverse change in the financial markets for asset-backed securities in the United States if, in the judgment of the Underwriters, the effect of which is to make it impractical or inadvisable to proceed with the public offering or delivery of the Notes on the terms and in the manner contemplated in the Prospectus. (d) The Representatives Representative shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, of Xxxxx, Xxxxx and Xxxxx, special counsel for Spiegel and the Bank, satisfactory in form and substance to the Representative and its counsel to the effect that: (i) Spiegel is a corporation in good standing, duly organized and validly existing under the laws of the State of Delaware; the Bank is a national banking association in good standing, duly organized and validly existing under the laws of the United States of America; and each of Spiegel and the Bank (each collectively referred to in this subsection (d) as a "Spiegel Entity") is authorized by -------------- its certificate of incorporation or articles of association, as the case may be, to transact the business in which such officer shall stateit is engaged and the Bank is not required to qualify or register as a foreign corporation, in any state in order to conduct its business as presently conducted, except where the case of failure to so qualify or register would not have a material adverse effect upon the Noteholders; (Aii) the Depositor that (1) the representations Each Spiegel Entity has full corporate power and warranties of the Depositor in authority to enter into and perform its obligations under each Basic Transaction Document and this Agreement to which it is a party party; (iii) The Bank has the corporate power and in authority and legal right to acquire, own, transfer and service the Receivables; (iv) Each of the Transaction Documents and this Agreement were true has been duly authorized, executed and correct as delivered by each Spiegel Entity that is a party thereto; (v) No consent, approval, authorization or order of any court or governmental agency or body is required for (a) the execution and delivery by any Spiegel Entity of any Transaction Document or this Agreement to which such Spiegel Entity is a party or the performance by such Spiegel Entity of its obligations thereunder, or (b) the issuance and sale of the date Notes; (vi) Neither the execution and delivery of the Transaction Documents and this Agreement by any Spiegel Entity that is party thereto nor the performance by such Spiegel Entity of the transactions therein indicatedcontemplated nor the fulfillment of the terms thereof does or will result in any violation of any statute or regulation or any order or decree of any court or governmental authority binding upon such Spiegel Entity or its property, or conflict with, or result in a breach or violation of any term or provision, or result in a default under any of the terms and provisions, of such Spiegel Entity's certificate of incorporation or articles of association, as the case may be, or by-laws or any material indenture, loan agreement or other material agreement known to such counsel to which such Spiegel Entity is a party or by which such Spiegel Entity is bound; (vii) There is no legal or governmental proceeding pending to which any Spiegel Entity is a party or to which any Spiegel Entity is subject which, individually or in the aggregate (a) would have a material adverse effect on the ability of such Spiegel Entity to perform its obligations under the Transaction Documents or this Agreement, (2b) to assert the best knowledge invalidity of such officer after reasonable investigationany Transaction Document, this Agreement, the Depositor Seller Interest or the Collateral Certificate, (c) seek to prevent the issuance, sale or delivery of the Notes or any of the transactions contemplated by the Transaction Documents or this Agreement or (d) seek to adversely affect the federal income tax consequences of the Notes; and (viii) The Registration Statement has complied with all agreements become effective under the Act and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated threatened under the Act. (ix) Each of the Transaction Documents to which the Bank is a party constitutes the legal, valid and binding agreement of the Bank under the laws of Illinois, enforceable against each such Person in accordance with its terms, subject to (w) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors' rights or other laws relating to or affecting the rights of creditors generally or the rights of creditors of national banking associations; (x) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (y) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (z) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law. (x) This Agreement constitutes the legal, valid and binding obligation of Spiegel and the Bank under the laws of the State of Illinois, enforceable against Spiegel and the Bank in accordance with its terms, subject to (w) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors' rights or other laws relating to or affecting the rights of creditors generally or the rights of creditors of national banking associations; (x) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (y) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the occurrence of any event of default; and (z) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law. (xi) When the Notes have been duly executed and delivered by the Commission Issuer, authenticated by the Indenture Trustee in accordance with the terms of the Indenture and (3) subsequent delivered to and paid for by the date of Underwriters in accordance with this Agreement, there has been no material adverse change they will be validly issued and outstanding, will constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms and will be entitled to the conditionbenefits of the Indenture, financial subject to (w) limitations imposed by bankruptcy, insolvency, reorganization, liquidation, arrangement, fraudulent conveyance, moratorium, receivership, conservatorship, readjustment of debts, creditors' rights or otherwiseother laws relating to or affecting the rights of creditors generally or the rights of creditors of national banking associations; (x) rights to indemnification and contribution which may be limited by applicable law and equitable principles or otherwise unenforceable as against public policy; (y) the unenforceability under certain circumstances of provisions imposing penalties, forfeiture, late payment charges, or an increase in interest rate upon delinquency in payment or the earningsoccurrence of any event of default; and (z) general principles of equity, business affairs or business prospects including, without limitation, concepts of the Depositormateriality, except as set forth in or contemplated by the Prospectusreasonableness, the Preliminary Prospectus good faith and fair dealing, and the Time possible unavailability of Sale Information and (B) World Omnispecific performance or injunctive relief, that (1) the representations and warranties regardless of World Omni whether such enforceability is considered in each Basic Document to which it is a party and proceeding in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed equity or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationat law. (dxii) With respect to all The statements in the Base Prospectus under the headings "Risk Factors--If a conservator or receiver were appointed for us, delays or reductions in payment of your notes could occur," "Material Legal Aspects of the NotesReceivables," "ERISA Considerations" and "Federal Income Tax Consequences" and the statements in the Prospectus Supplement under the headings "Structural Summary--Tax Status" and "--ERISA Considerations" to the extent that they constitute matters of law or legal conclusions with respect thereto, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date reviewed by parties not affiliated with the Depositorus and are correct in all material respects. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor Seller and World Omni TMCC herein, to the accuracy of the statements of the respective officers of the Depositor Seller and World Omni TMCC made in any officers’ certificates pursuant to the provisions hereof, to the performance by the Depositor Seller and World Omni TMCC of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to On (i) the Time date of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectusthis Agreement, the Representatives and the Depositor Seller shall have received a letter, dated as of the date Time of the Preliminary Prospectus and the ProspectusSale, respectively, of from independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants with respect to the Seller and TMCC within the meaning of the Act and the Rules and RegulationsRegulations and with respect to certain information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and substantially in the form of the draft or drafts to which the Representatives previously have previously agreed and otherwise in form and in substance reasonably satisfactory to the Representatives and counsel for (ii) the Underwriters Closing Date, the Representatives and the Seller shall have received (and for the avoidance of any doubtx) a letter, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes dated as of the immediately preceding sentenceClosing Date, any of the “Big Four” accounting firms shall be deemed to be from independent public accountants reasonably acceptable to the RepresentativesRepresentatives updating the letter referred to in clause (i) above, in form and substance reasonably satisfactory to the Representatives and (y) a letter, dated as of the Closing Date, from independent public accountants reasonably acceptable to the Representatives relating to certain agreed-upon procedures regarding data integrity in form and substance reasonably satisfactory to the Representatives (which letter may be included as part of the letter referred to in clause (x)). (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Seller or the RepresentativesUnderwriters, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any material adverse change in or affecting the condition, financial or otherwise, earnings, business or operations of the Seller, TMCC or the Trust which, in the reasonable judgment of the Representatives (after consultation with the Underwriters), materially impairs the investment quality of the Underwritten Notes, or makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes; (ii) any downgrading in the rating of any debt securities of TMCC or any of its direct or indirect subsidiaries by any Hired NRSRO, or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or setting of minimum prices for trading on such exchange; (iv) any suspension of trading of any securities of TMCC on any exchange or in the over-the-counter market, (v) any banking moratorium declared by federal, California or New York authorities; or (vi) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by the United States Congress or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives (after consultation with the Underwriters), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Underwritten Notes. (d) The Representatives shall have received: (1) the favorable opinion or opinions, dated the Closing Date, of Xxxxxx, Xxxxx & Xxxxxxx LLP, with respect to the general corporate, enforceability and securities law matters, in form and scope reasonably satisfactory to the Representatives; (2) a negative assurance letter of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Seller, TMCC and the Trust, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (3) a negative assurance letter of [_______________], counsel to the Underwriters, with respect to the Registration Statement, the most recent Preliminary Prospectus delivered prior to the Time of Sale and the Prospectus, in form and scope reasonably satisfactory to the Representatives; (4) the favorable opinion, dated the Closing Date, of [[_____________], Esq.], General Counsel of TMCC and counsel to the Seller, in form and scope reasonably satisfactory to the Representatives; (5) the favorable opinion, dated the Closing Date, of [_______________], counsel to the Indenture Trustee, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters; (6) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, special counsel to the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Underwriters, regarding certain security interest matters; (7) the favorable opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel to the Underwriters with respect to certain bankruptcy matters; (8) the favorable opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special Delaware counsel for the Trust, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives; and (9) the favorable opinion of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., as special counsel for the Owner Trustee, dated the Closing Date, in form and scope reasonably satisfactory to the Representatives and counsel for the Representatives. The opinions and negative assurance letters described in this Section 6(d) may contain such assumptions, qualifications and limitations as are customary in opinions or letters of this type and are reasonably acceptable to counsel to the Representatives. (e) The Representatives shall have received certificates of the Presidenta certificate, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, signed by the President or any Vice President and a principal financial or accounting officer of (i) the Seller in which such officer officers shall statestate that, in to the case best of their knowledge after reasonable investigation, (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and Seller in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, the Depositor Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate in all material respects, (C) no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or or, to the best of their knowledge, are contemplated by the Commission Commission, (D) the Additional Registration Statement, if any, satisfying the requirements of Rule 462(b)(1) and Rule 462(b)(3) was filed in accordance with Rule 462(b) (including payment of the applicable filing fee in accordance with Rule 111(a) or Rule 111(b) under the Act) prior to the time the Prospectus was printed or distributed to the Underwriter and (3E) subsequent to the date of this Agreement, there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of the Depositor, Seller except as set forth in or contemplated by in the Prospectus, the Preliminary Prospectus and (ii) TMCC in which such officers shall state that, to the Time best of Sale Information and their knowledge after reasonable investigation, (B) World Omni, that (1A) the representations and warranties of World Omni in each Basic Document to which it is a party and TMCC in this Agreement were are true and correct as of the date therein indicatedcorrect, (2B) to the best knowledge of such officer after reasonable investigation, World Omni TMCC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder in all material respects and (3C) subsequent to the date of this Agreement, Agreement there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or business prospects operations of World Omni except as set forth in TMCC which would materially and adversely affect the performance by TMCC of its obligations under this Agreement or contemplated by any of the Prospectus, the Preliminary Prospectus and the Time of Sale InformationBasic Documents. (df) With respect to all of On the NotesClosing Date, not less than 25% of the Class [____] Notes (by principal amount) and the Class [____] Notes shall have been purchased on received the Closing Date by parties not affiliated with ratings indicated in the Depositor[Second] Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein. (eg) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which letter such officer shall be satisfactory state that the information contained in form the Form T-1 for the Indenture Trustee is true and substance to accurate as of its filing with the RepresentativesCommission. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9h) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of On the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded Representatives and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they reasonably may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated and related proceedings, proceedings or in order to evidence the accuracy and completeness of any of the representations or and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents Seller and TMCC in connection with the issuance of the Notes and the Certificates and sale of the Underwritten Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni MBFS USA herein, to the accuracy of the statements certifications of the respective officers of the Depositor and World Omni Mercedes Parties made pursuant to the provisions hereof, to the performance by the Depositor and World Omni MBFS USA of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to The Registration Statement shall be effective at the Time of SaleExecution Time, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the 2017-A Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the Commission. (b) Each of the Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 6(a) hereof. Each of the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433 of the Rules and Regulations. (c) On or prior to the date of this Agreement and on or prior to the 2017-A Closing Date, the Representatives shall have received a letter or letters, dated as of the date of this Agreement and as of the 2017-A Closing Date, respectively, of an independent registered public accounting firm reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and otherwise in form and substance satisfactory to the Representatives and their counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any Mercedes Party which, in the judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency on the U.S. financial markets makes it impractical or inadvisable to proceed with the offering, sale of and payment for the Underwritten Notes. (e) The Representatives shall have received opinions of Sidley Austin LLP, counsel to the Mercedes Parties and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability, tax, perfection and priority, and true sale/nonconsolidation matters addressed to the Representatives, dated the 2017-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. Such counsel shall also opine as to such other matters as the Underwriters may reasonably request. (f) The Representatives shall have received opinions of Xxxxxxxx, Xxxxxx & Finger, P.A., counsel to the Mercedes Parties, the Owner Trustee and the Titling Trustee and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2017-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. (g) The Representatives shall have received an opinion addressed to them by Sidley Austin LLP in its capacity as special tax counsel to the Issuing Entity, dated the 2017-A Closing Date, substantially to the effect that the statements in each of the Preliminary Prospectus and the Prospectus under the headings “Summary of Terms––Tax Status” (to the extent relating to Federal income tax consequences), and “Material Federal Income Tax Consequences” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Summary of Terms––ERISA Considerations” and “Certain ERISA Considerations,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (h) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the 2017-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. (i) The Representatives shall have received a negative assurance letter addressed to them of Sidley Austin LLP, counsel to the Mercedes Parties, dated the 2017-A Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (j) The Representatives shall have received a negative assurance letter addressed to them of Xxxxx Xxxxx LLP, counsel to the Underwriters, dated the 2017-A Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (k) The Representatives shall have received an opinion of Xxxxxxx & Xxxxxx, LLP, counsel to U.S. Bank National Association, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2017-A Closing Date and satisfactory in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received certificates dated the 2017-A Closing Date of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the Secretary, the principal financial officer or any Assistant Secretary the principal accounting officer of each of the Depositor and World Omni, each dated the Closing DateMBFS USA, in which such officer shall statestate that, in to the case best of his/her knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of the Depositor and MBFS USA, respectively, contained in each this Agreement are true and correct and the representations and warranties of the Mercedes Parties, respectively, contained in the 2017-A Basic Document Documents to which it is a party and in this Agreement were party, as applicable, are true and correct in all material respects and that each Mercedes Party, as of the date therein indicatedcase may be, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the 2017-A Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are contemplated by the Commission Commission, and (3ii) subsequent to other than as described in such certificate, since the date Time of this AgreementSale, there has been no material adverse change change, or development involving a prospective material adverse change, in or affecting particularly the business or properties of any Mercedes Party, as the case may be, has occurred. (m) The Representatives shall have received evidence satisfactory to it of the filing of all UCC financing statements necessary to perfect (i) the Collateral Agent’s interest in the condition, financial or otherwise, or Collateral and (ii) the transfer of the interest of MBFS USA in the earnings, business affairs or business prospects of 2017-A Exchange Note and the proceeds thereof to the Depositor, except as set forth the transfer of the interest of the Depositor in or contemplated the 2017-A Exchange Note and the proceeds thereof to the Issuing Entity and the grant of the security interest by the Prospectus, Issuing Entity in the Preliminary Prospectus 2017-A Exchange Note and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) proceeds thereof to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationIndenture Trustee. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (en) The Representatives shall have received: , from each of the Depositor and MBFS USA, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (1i) Such customary opinions the formation documents, (ii) the limited liability company agreement, bylaws or trust agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and letters as may be requested by counsel for the Underwriters2017-A Basic Documents and (iv) the designation of incumbency of each such entity. (2o) The favorable opinion Each class of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNotes shall have been rated by each Hired NRSRO as set forth in the Ratings Free Writing Prospectus, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel each case shall not have been placed on any credit watch or review with a negative implication for the Underwritersdowngrade. (3p) Reliance letters relating to each legal opinion relating to On the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) 2017-A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement Certificates shall have been made issued by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior Issuing Entity and transferred to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersDepositor. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase subscribe and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer herein, to the accuracy of the statements of the respective officers of each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer made pursuant to the provisions hereof, to the performance by each of the Depositor Issuer, the Bank, the Receivables Trustee and World Omni the MTN Issuer of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior 6.1 On or prior to the Time date of Sale, with respect to the Preliminary Prospectus this Agreement and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor you shall have received a letterletters, dated as of the date of the Preliminary Prospectus this Agreement and the ProspectusClosing Date, respectively, of independent public accountants reasonably acceptable PricewaterhouseCoopers LLP, all addressed to the Representatives Underwriters confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives you and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesyour counsel. (b) 6.2 The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior 5.1.1 of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the DepositorIssuer, World Omni the Bank or the Representativesyou, shall be contemplated by the Commission. 6.3 Subsequent to the execution and delivery of this Agreement, there shall not have occurred (ci) The Representatives any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Issuer, the MTN Issuer, the Receivables Trustee or the Bank which, in your judgment, materially impairs the investment quality of the Notes; (ii) any downgrading in the rating of any debt securities of or guaranteed by the Bank or any debt securities the payments of which are dependent on payments on the Receivables by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or the London Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Barclays PLC or Barclays Bank PLC on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by English, United States Federal or New York authorities; (v) any material disruption in commercial banking securities settlement or clearance services; or (vi) any outbreak or escalation of major hostilities in which the United States or Great Britain is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the issuance of and subscription for and payment for the Notes. 6.4 You shall have received certificates of legal opinions dated the PresidentClosing Date: 6.4.1 addressed to the Underwriters from Weil, any Vice PresidentGotshal & Xxxxxx; 6.4.2 addressed to the Underwriters, the TreasurerNote Trustee, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of Issuer, the Depositor Receivables Trustee, the MTN Issuer and World Omnithe Bank, each from Xxxxxxxx Chance LLP; 6.4.3 addressed to the Underwriters, the Note Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Xxxxxx Xxxxxxx; 6.4.4 addressed to the Underwriters, the Note Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Xxxxxx Xxxxxx & Spens; and 6.4.5 addressed to the Underwriters, the Note Trustee, the Issuer, the Receivables Trustee, the MTN Issuer and the Bank, from Xxxxxx & Co; such legal opinions being in substantially the agreed form. 6.5 You shall have received closing certificates dated the Closing Date, in which such officer shall state, in addressed to the case Underwriters and signed by a director or other duly authorised person on behalf of (A) the Depositor that (1) the representations and warranties each of the Depositor Issuer, the Receivables Trustee, the MTN Issuer and the Bank, as appropriate, each such certificate being in each Basic Document substantially the same agreed form. 6.6 You shall have received an incumbency certificate addressed to which it is the Underwriters and signed by a party and in this Agreement were true and correct as director or other duly authorised person on behalf of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigationIssuer, the Depositor has complied with all agreements Receivables Trustee, the MTN Issuer and satisfied all conditions the Bank, each such certificate being in substantially the agreed form. 6.7 You shall have received confirmation on its part to be performed or satisfied hereunder at or prior to before the Closing Date, no stop order suspending that the effectiveness of the Registration Statement UK Listing Authority has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by approved the Prospectus, and from the Preliminary Prospectus and London Stock Exchange that the Time of Sale Information and (B) World OmniNotes have, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) subject to the best knowledge of such officer after reasonable investigationexecution, World Omni has complied with all agreements authentication and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all delivery of the Notes, not less than 25% been admitted to trading. 6.8 You shall have received the Memorandum and Articles of Association of each of the Notes (by principal amount) Issuer, the Bank, the MTN Issuer and the Receivables Trustee. 6.9 You shall have been purchased on received certified copies of the Closing Date by parties not affiliated with resolution of the Depositor.Board of Directors of the Issuer and any duly authorised committees thereof, approving and authorizing (ea) The Representatives shall have received: the execution and delivery of this Agreement and the other Issuer Related Transaction Documents, (1b) Such customary opinions the entry into and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion performance of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALFother Issuer Related Transaction Documents, and (c) the Depositor or World Omni to issue of the Owner Trustee, the Indenture Trustee or any Rating AgencyNotes. (4) The favorable opinion 6.10 You shall have received certified copies of counsel to the Indenture Trustee, dated resolution of the Closing Date Board of Directors of the Bank together with evidence of appropriate delegated authority evidencing the approval and satisfactory in form authorisation of the execution and substance to delivery of this Agreement and the Representatives other Bank Related Transaction Documents and counsel to the Underwritersentry into and performance of the transactions contemplated by this Agreement and the other Bank Related Transaction Documents. 6.11 You shall have received certified copies of the resolutions of the Board of Directors of the MTN Issuer and any duly authorised committees thereof, authorizing (5a) The favorable opinion the execution and delivery of special counsel to the Owner Trustee this Agreement and the Titling Trusteeother MTN Issuer Related Transaction Documents, dated (b) the Closing Date entry into and satisfactory in form performance of the transactions contemplated by this Agreement and substance to the Representatives other MTN Issuer Related Transaction Documents, and counsel to (c) the Underwritersissue of the Series 05-2 MTN Certificate. (6) A certificate, executed 6.12 You shall have received certified copies of the resolutions of the Board of Directors of the Receivables Trustee approving and authorizing the execution and delivery of this Agreement and the other Receivables Trustee Related Transaction Documents and the entry into and the performance of the transactions contemplated by this Agreement and the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and completeother Receivables Trustee Related Transaction Documents. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, 6.13 You shall have received a solvency certificate dated the Closing Date, which letter shall be satisfactory in form and substance addressed to the RepresentativesUnderwriters and signed by a duly authorised person on behalf of each of the Bank, the MTN Issuer, the Receivables Trustee and the Issuer, each such certificate being substantially in the agreed form. (8) The favorable opinion 6.14 You shall have received evidence, satisfactory to you and your counsel, of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor execution and the Trust, dated delivery on or before the Closing Date by all parties thereto of the Issuer Related Transaction Documents, the Bank Related Transaction Documents, the Receivables Trustee Related Transaction Documents and satisfactory in form and substance to the Representatives and counsel to MTN Issuer Related Transaction Documents, the Underwriterssame being substantially the respective agreed forms. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of 6.15 On or before the Closing Date, receipt by the Representative of confirmation from the Issuer that it has borrowed from the Bank under the Expenses Loan Agreement an amount sufficient (when aggregated with the net proceeds of the issue of the Notes) (i) to subscribe and pay for the Series 05-2 MTN Certificate issued by the MTN Issuer and (ii) to meet any other payment obligations of the Issuer to the Underwriters, or any of them. 6.16 You shall have received evidence, satisfactory to you and your counsel, of the MTN Issuer and, where necessary, the Issuer having taken all necessary steps for the issue of the Series 05-2 MTN Certificate. 6.17 You shall have received evidence satisfactory to you that the Class A Notes shall be rated "Aaa" by Xxxxx'x and "AAA" by S&P, that the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings Class B Notes shall not have been rescinded be rated no lower than "A1" by Xxxxx'x and no public announcement shall have been made lower than "A" by any Rating Agency S&P and that the rating of any Class of C Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form rated no lower than "Baa1" by Xxxxx'x and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated no lower than "BBB" by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.S&P.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will Firm Common Shares on the First Closing Date and the Optional Common Shares on the Second Closing Date shall be subject to the accuracy of the respective representations and warranties on the part of the Depositor Company and World Omni hereinthe Selling Stockholders herein set forth as of the date hereof and as of the First Closing Date or the Second Closing Date, as the case may be, to the accuracy of the statements of Company officers and the respective officers of the Depositor and World Omni Selling Stockholders made pursuant to the provisions hereof, to the performance by the Depositor Company and World Omni the Selling Stockholders of their respective obligations hereunder hereunder, and to the following additional conditions precedentconditions: (a) Prior The Registration Statement shall have become effective not later than 5:00 p.m. (or in the case of a registration statement filed pursuant to Rule 462(b) of the Rules and Regulations relating to the Time Common Shares, not later than 10:00 p.m.), Washington, D.C. Time, on the date of Salethis Agreement, with respect or at such later time as shall have been consented to by you; if the Preliminary Prospectus and on or prior to the Closing Date, with respect to filing of the Prospectus, the Representatives and the Depositor shall have received a letteror any supplement thereto, dated as is required pursuant to Rule 424(b) of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with in the Commission in accordance with manner and within the time period required by Rule 424(b) of the Rules and Regulations Regulations; and Section 5(a) hereof. Prior prior to the such Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the DepositorCompany, World Omni the Selling Stockholders or the Representativesyou, shall be contemplated by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement, or otherwise, shall have been complied with to your reasonable satisfaction. (cb) The Representatives You shall have received certificates of be reasonably satisfied that since the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct respective dates as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of which information is given in the Registration Statement has been issued and no proceedings for that purpose Prospectus, (i) there shall not have been instituted any change in the capital stock of the Company or are any of its subsidiaries or any material change in the indebtedness (other than in the ordinary course of business) of the Company or any of its subsidiaries other than as set forth in or contemplated by the Commission Registration Statement and the Prospectus, (3ii) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Registration Statement or the Prospectus, no material verbal or written agreement or other transaction shall have been entered into by the Preliminary Prospectus and Company or any of its subsidiaries, which is not in the Time ordinary course of Sale Information and (B) World Omni, that (1) business or which could result in a material reduction in the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as future earnings of the date therein indicatedCompany and its subsidiaries, taken as a whole, (2iii) no loss or damage (whether or not insured) to the best knowledge property of such officer after reasonable investigation, World Omni has complied with all agreements the Company or any of its subsidiaries shall have been sustained which materially and satisfied all conditions on its part to be performed or satisfied hereunder and adversely affects the condition (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise), business or results of operations of the Company and its subsidiaries, taken as a whole, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its subsidiaries which is materially adverse to the Company and its subsidiaries, taken as a whole, or in the earnings, business affairs which adversely affects or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have been any material adverse change in the Basic Documents rendered by condition (financial or otherwise), business, management or results of operations of the Company and its subsidiaries, taken as a whole, which makes it impractical or inadvisable in the reasonable judgment of the Representatives to proceed with the public offering or purchase the Common Shares as contemplated hereby. (c) There shall have been furnished to you, as Representatives of the Underwriters, on each Closing Date, in form and substance reasonably satisfactory to you, except as otherwise expressly provided below: (i) An opinion of Wise & Xxxxxxx LLP, counsel to ALFfor the Company, the Depositor or World Omni addressed to the Owner TrusteeUnderwriters and dated the First Closing Date, or the Indenture Trustee Second Closing Date, as the case may be, to the effect that: (1) Each of the Company and its subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, is duly qualified to do business as a foreign corporation and is in good standing in all other jurisdictions where the ownership or leasing of properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to so qualify would not have a material adverse effect on the Company and its subsidiaries, and has full corporate power and authority to own its properties and conduct its business as described in the Registration Statement; (2) The authorized, issued and outstanding capital stock of the Company is as set forth under the caption "Capitalization" in the Prospectus; all necessary and proper corporate proceedings have been taken in order to authorize validly such authorized Common Stock; all outstanding shares of Common Stock (including the Firm Common Shares and any Rating Agency.Optional Common Shares) have been duly and validly issued, are fully paid and nonassessable, were issued in compliance with federal and state securities laws, to such counsel's knowledge were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase any securities and conform in all material respects to the description thereof contained in the Prospectus; without limiting the foregoing, to such counsel's knowledge there are no preemptive or other rights to subscribe for or purchase any of the Common Shares to be sold by the Company hereunder; (3) All of the issued and outstanding shares of the Company's subsidiaries have been duly and validly authorized and issued, are fully paid and nonassessable and are owned beneficially by the Company free and clear of all liens, encumbrances, equities, claims, security interests, voting trusts or other defects of title whatsoever; (4) The favorable opinion certificates evidencing the Common Shares to be delivered hereunder are in due and proper form under Delaware law, and when duly countersigned by the Company's transfer agent and registrar, and delivered to you or upon your order against payment of the agreed consideration therefor in accordance with the provisions of this Agreement, the Common Shares represented thereby will be duly authorized and validly issued, fully paid and nonassessable, will not have been issued in violation of or subject to any preemptive rights or other rights known to such counsel to the Indenture Trustee, dated the Closing Date subscribe for or purchase securities and satisfactory will conform in form and substance all respects to the Representatives and counsel to description thereof contained in the Underwriters.Prospectus; (5) The favorable opinion Except as disclosed in or specifically contemplated by the Prospectus, to such counsel's knowledge, there are no outstanding options, warrants or other rights calling for the issuance of, and no commitments, plans or arrangements to issue, any shares of special counsel to capital stock of the Owner Trustee and Company or any security convertible into or exchangeable for capital stock of the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters.Company; (6) A certificateThe execution and performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with, executed by the Indenture Trustee, stating that any information contained result in the Statement breach of, or constitute, either by itself or upon notice or the passage of Eligibility time or both, a default under, any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of its or their property may be bound or affected which is material to the Company and Qualification (Form T-1) filed with its subsidiaries, or violate any of the Registration Statement provisions of the certificate of incorporation or bylaws, or other organizational documents, of the Company or any of its subsidiaries or, so far as is trueknown to such counsel, accurate and complete.violate any statute, judgment, decree, order, rule or regulation of any court or governmental body having jurisdiction over the Company or any of its subsidiaries or any of its or their property; (7) The favorable letter Neither the Company nor any subsidiary is in violation of Mxxxx Xxxxx LLPits certificate of incorporation or bylaws, or other organizational documents, or to such counsel's knowledge, in breach of or default with respect to any provision of any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument known to such counsel for to which the UnderwritersCompany or any such subsidiary is a party or by which it or any of its properties may be bound or affected, dated except where such default would not materially adversely affect the Closing Date, which letter shall be satisfactory in form Company and substance to the Representatives.its subsidiaries; (8) The favorable opinion To such counsel's knowledge, no holders of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for securities of the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance Company have rights which have not been waived or satisfied to the Representatives and counsel to registration of shares of Common Stock or other securities, because of the Underwriters.filing of the Registration Statement by the Company or the offering contemplated hereby; (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as information set forth in each Free Writing the Prospectus listed on Schedule II heretounder the captions "Risk Factors - Factors Inhibiting Takeover," "Risk Factors - Shares Eligible for Future Sale," "Capitalization," "Business - Intellectual Property Rights," "Management -Executive Compensation," "Management - Director Compensation," "Management - Employee Benefit Plans," "Management - Indemnification of Directors and Executive Officers and Limitation of Liability," "Certain Transactions," "Principal and Selling Stockholders," "Description of Capital Stock" and "Shares Eligible for Future Sale," insofar as such information relates to issuances of securities of the Company or purports to summarize provisions of any contract, plan or law, fairly describes such issuances or provisions. In rendering such opinion, such ratings shall not have been rescinded counsel may rely as to matters of local law or the laws of a state other than California or the corporate law of the State of Delaware, on opinions of local counsel, and no public announcement shall have been made by any Rating Agency as to matters of fact, on certificates of officers of the Company and of governmental officials, without verification except as specified, in which case their opinion is to state that they are so doing and that the rating of any Class of Notes has been placed under review. (g) On Underwriters and their counsel are justified in relying on such opinions or prior certificates. Such counsel shall also include a statement to the Closing Date, effect that nothing has come to such counsel's attention that would lead such counsel for to believe that either at the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance effective date of the Notes and Registration Statement or at the Certificates and sale of applicable Closing Date the Notes as herein contemplated and related proceedingsRegistration Statement or the Prospectus, or in order any such amendment or supplement, contains any untrue statement of a material fact or omits to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as state a material fact required to be fulfilled, this Agreement may be terminated by stated therein or necessary to make the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereofstatements therein not misleading.

Conditions of the Obligations of the Underwriters. The obligation obligations of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni MBFS USA herein, to the accuracy of the statements certifications of the respective officers of the Depositor and World Omni Mercedes Parties made pursuant to the provisions hereof, to the performance by the Depositor and World Omni MBFS USA of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to The Registration Statement shall be effective at the Time of SaleExecution Time, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the 2021-A Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or, to the knowledge of the Depositor, World Omni Depositor or the Representatives, shall be contemplated by the Commission. (b) Each of the Preliminary Prospectus and the Prospectus and any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 6(a) hereof. Each of the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433 of the Rules and Regulations and neither the Depositor nor MBFS USA has disseminated any other free writing prospectus that is required to be filed with the Commission. (c) On or prior to the date of this Agreement and on or prior to the 2021-A Closing Date, the Representatives shall have received a letter or letters, dated as of the date of this Agreement and as of the 2021-A Closing Date, respectively, of an independent registered public accounting firm reasonably acceptable to the Representatives, substantially in the form of the drafts to which the Representatives have previously agreed and otherwise in form and substance satisfactory to the Representatives and their counsel. (d) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of any Mercedes Party which, in the judgment of the Representatives, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum or maximum prices for trading on such exchange, or a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe; (iii) any general commercial banking moratorium declared by Federal, Delaware or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, or any other substantial national or international calamity or emergency if, in the reasonable judgment of the Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency on the U.S. financial markets makes it impractical or inadvisable to proceed with the offering, sale of and payment for the Notes. (e) The Representatives shall have received opinions of Xxxxxx Xxxxxx LLP, counsel to the Mercedes Parties and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability, tax, perfection and priority, and true sale/nonconsolidation matters addressed to the Representatives, dated the 2021-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. Such counsel shall also opine as to such other matters as the Underwriters may reasonably request. (f) The Representatives shall have received opinions of Xxxxxxxx, Xxxxxx & Xxxxxx, P.A., counsel to the Mercedes Parties, the Owner Trustee and the Titling Trustee and such other counsel acceptable to the Underwriters, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2021-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. (g) The Representatives shall have received an opinion addressed to them by Xxxxxx Xxxxxx LLP in its capacity as special tax counsel to the Issuing Entity, dated the 2021-A Closing Date, substantially to the effect that the statements in each of the Preliminary Prospectus and the Prospectus under the headings “Summary of Terms–– Tax Status” (to the extent relating to Federal income tax consequences), and “Material Federal Income Tax Consequences” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material income tax consequences to holders of the Notes, and the statements in each of the Preliminary Prospectus and the Prospectus under the heading “Summary of Terms––ERISA Considerations” and “Certain ERISA Considerations,” to the extent that they constitute statements of matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and accurately describe the material consequences to holders of the Notes under ERISA. (h) The Representatives shall have received an opinion addressed to them of in-house counsel to the Asset Representations Reviewer, dated the 2021-A Closing Date and satisfactory in form and substance to the Representatives and their counsel. (i) The Representatives shall have received a negative assurance letter addressed to them of Xxxxxx Xxxxxx LLP, counsel to the Mercedes Parties, dated the 2021-A Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (j) The Representatives shall have received a negative assurance letter addressed to them of Xxxxxx Xxxxxx Xxxxxxxx LLP, counsel to the Underwriters, dated the 2021-A Closing Date, concerning the Time of Sale Information and the Prospectus in form and substance reasonably satisfactory to the Representatives and their counsel. (k) The Representatives shall have received an opinion of Xxxxxxx & Xxxxxx, LLP, counsel to U.S. Bank National Association, relating to general corporate and enforceability matters addressed to the Representatives, dated the 2021-A Closing Date and satisfactory in form and substance satisfactory to the Representatives and their counsel. (l) The Representatives shall have received certificates dated the 2021-A Closing Date of the Chairman of the Board, the President, the Executive Vice President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer Treasurer, the Secretary, the principal financial officer or any Assistant Secretary the principal accounting officer of each of the Depositor and World Omni, each dated the Closing DateMBFS USA, in which such officer shall statestate that, in to the case best of his/her knowledge after reasonable investigation, (A) the Depositor that (1i) the representations and warranties of the Depositor and MBFS USA, respectively, contained in each this Agreement are true and correct and the representations and warranties of the Mercedes Parties, respectively, contained in the 2021-A Basic Document Documents to which it is a party and in this Agreement were party, as applicable, are true and correct in all material respects and that each Mercedes Party, as of the date therein indicatedcase may be, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder under such agreements at or prior to the 2021-A Closing Date, that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted or are contemplated by the Commission Commission, and (3ii) subsequent to other than as described in such certificate, since the date Time of this AgreementSale, there has been no material adverse change change, or development involving a prospective material adverse change, in or affecting particularly the business or properties of any Mercedes Party, as the case may be, has occurred. (m) The Representatives shall have received evidence satisfactory to it of the filing of all UCC financing statements necessary to perfect (i) the Collateral Agent’s interest in the condition, financial or otherwise, or Collateral and (ii) the transfer of the interest of MBFS USA in the earnings, business affairs or business prospects of 2021-A Exchange Note and the proceeds thereof to the Depositor, except as set forth the transfer of the interest of the Depositor in or contemplated the 2021-A Exchange Note and the proceeds thereof to the Issuing Entity and the grant of the security interest by the Prospectus, Issuing Entity in the Preliminary Prospectus 2021-A Exchange Note and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) proceeds thereof to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale InformationIndenture Trustee. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (en) The Representatives shall have received: , from each of the Depositor and MBFS USA, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of (1i) Such customary opinions the formation documents, (ii) the limited liability company agreement, bylaws or trust agreement, as applicable, (iii) applicable resolutions authorizing the transactions contemplated hereby and letters as may be requested by counsel for the Underwriters2021-A Basic Documents and (iv) the designation of incumbency of each such entity. (2o) The favorable opinion Each class of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLPNotes shall have been rated by each Hired NRSRO as set forth in the Ratings Free Writing Prospectus, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel each case shall not have been placed on any credit watch or review with a negative implication for the Underwritersdowngrade. (3p) Reliance letters relating to each legal opinion relating to On the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) 2021-A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement Certificates shall have been made issued by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior Issuing Entity and transferred to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the UnderwritersDepositor. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni Series Obligors herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni Series Obligors made pursuant to the provisions hereof, to the performance by the Depositor and World Omni Series Obligors of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Datedate of the Underwriting Agreement, with respect to the Prospectus, the Representatives and the Depositor you shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectivelyUnderwriting Agreement, of independent public accountants reasonably acceptable to the Representatives Arthxx Xxxexxxx XXX, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives you and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesyour counsel. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a6(a) hereof. Prior of the Underwriting Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Series Obligors or the Representativesyou, shall be contemplated by the Commission. (c) The Representatives Subsequent to the execution and delivery of the Underwriting Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Series Obligors, ABS or Advanta Corp. which, in your judgment, materially impairs the investment quality of the Offered Notes; (ii) any downgrading in the rating of any debt securities of the Series Obligors, ABS or Advanta Corp. by any "nationally recognized statistical rating organization" (as defined 8 9 for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating), (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Series Obligors, ABS or Advanta Corp. on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal, Delaware or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Offered Notes. (d) You shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, of Cole Xxxver, General Counsel for ABS and/or Woodxxxx xxx Wedge, special Nevada counsel, to the effect that: (i) ABS is a corporation duly organized, validly existing and in which such officer good standing under the laws of the State of Delaware. Such opinion shall state, be based solely upon the review of a certificate issued by the Secretary of State of the State of Delaware. (ii) ABS is an active corporation authorized to do business and in good standing in the case State of (A) New Jersey. Such opinion shall be based solely upon the Depositor that (1) review of a "Short Form Standing" certificate issued by the representations and warranties Secretary of State of the Depositor State of New Jersey. (iii) Each of ALRC III, ALRC IV and ALRC V is a corporation, and ABR LLC is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Nevada. Such opinion shall be based solely upon the review of a "Certificate of Existence with Status in Good Standing" issued by the Secretary of State of the State of Nevada. (iv) Each of ABS, ALRC IV, ALRC III, ABR LLC and ALRC V has taken all necessary corporate action to authorize the execution and delivery of each Basic Document of the Transaction Documents to which it is a party and the performance of its obligations thereunder. (v) The execution and delivery of each of the Transaction Documents to which ABS, ALRC IV, ALRC III, ABR LLC or ALRC V is a party, and its respective performance of its obligations thereunder, will not (i) contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate (or articles) of incorporation or bylaws or of any agreement, judgment, injunction, order, decree or other instrument binding upon such company. Such opinion shall be based upon actual knowledge. (vi) Based on actual knowledge, there is no action, suit or other proceeding against ABS, ALRC IV, ALRC III, ABR LLC or ALRC V that would materially adversely affect the business or financial condition of such party or that would materially adversely affect the ability of such company to perform its obligations under the Transaction Documents to which it is a party. (e) You shall have received an opinion dated the closing date, of Dewex Xxxxxxxxxx XXX, special counsel to ALRC III, ABR LLC, ALRC IV, ALRC V and ABS, to the effect that (i) Each of the respective Transaction Documents constitutes the legal, valid and binding agreement of ABS, the Obligors' Agent, the Servicer, ALRC III, ABR LLC, ALRC IV and ALRC V and each is enforceable against each such party in this accordance with its terms. (ii) The Offered Notes, assuming the due and valid execution, authentication and delivery by the Trustee in accordance with the terms of the Master Facility Agreement were true and correct Series 1998-1 Supplement and payment pursuant to the Underwriting Agreement, are validly issued and outstanding and is entitled to the benefits of the Master Facility Agreement and Series 1998-1 Supplement. (iii) The Registration Statement and the Prospectus (other than the financial and statistical data included therein), at the time the Registration Statement became effective, as of the date therein indicatedof execution of the Underwriting Agreement and as of the date hereof comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder, (2) and the Exchange Act and the rules and regulations thereunder, and to the best of counsel's knowledge there is no amendment to the Registration Statement required to be filed, or of such officer after reasonable investigationany contracts, indentures or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus, which has not been filed or described as required. (iv) The Registration Statement is effective, and to the best of counsel's knowledge, the Depositor Commission has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no not issued any stop order suspending the effectiveness of the Registration Statement or any order directed to any prospectus relating to the Offered Notes (including the Prospectus), and has been issued and no proceedings not initiated or threatened any proceeding for that purpose have been instituted or are contemplated by purpose. The statements under the Commission caption "Description of the Notes" in the Prospectus Supplement provide a fair and (3) subsequent to adequate summary of the date of this Offered Notes, the Master Facility Agreement, there has been no material adverse change the Series 1998-1 Supplement, the Contribution Agreement and the Contribution Agreement Supplement. The statements under the caption "Material Federal Income Tax Consequences" and "ERISA Considerations" in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus insofar as such statements purport to summarize certain provisions of Federal or of New York State law, provide a fair and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge accurate summary of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationprovisions. (dv) With respect to all The Agreement has been duly qualified under the Trust Indenture Act of the Notes1939, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositoras amended. (evi) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion None of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALFABS, the Depositor Servicer, ALRC IV, ALRC V nor the Obligors' Agent is an "investment company" or World Omni to a company "controlled" by an "investment company" within the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As meaning of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under reviewInvestment Company Act. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on by the part of Transferor and the Depositor and World Omni Bank herein, to the accuracy of the statements of the respective officers of Transferor and the Depositor and World Omni Bank made pursuant to the provisions hereof, to the performance by the Depositor Transferor and World Omni the Bank of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor The Representative shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable addressed to the Representatives Underwriters, from Deloitte & Touche, confirming that they are independent public accountants within the meaning of the Act and the applicable published Rules and RegulationsRegulations thereunder, substantially in the form of the draft or drafts heretofore agreed to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives Representative and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representativesits counsel. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior of this Agreement; and, prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni Transferor or the RepresentativesRepresentative, shall be contemplated by the Commission. (c) Subsequent to the execution and delivery of this Agreement none of the following shall have occurred: (i) any change, or any development involving a prospective change, in or affecting particularly WFNMT, the Issuer, the business or properties of the Transferor or the Bank which, in the judgment of the Underwriters make it impractical or inadvisable to proceed with the completion and sale of and payment for the Notes, (ii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the over-the-counter market shall have been suspended, limited or minimum prices shall have been established on either of such exchanges or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; (iii) a banking moratorium shall have been declared by Federal or state authorities; and (iv) the United States shall have become engaged in hostilities, there shall have been an escalation of hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or any other substantial national or international calamity or emergency which, in the judgment of the Underwriters, the effect of such hostilities, escalation, declaration or other calamity or emergency makes it impractical or inadvisable to proceed with the completion and sale of and payment for the Notes. (d) The Representatives Representative shall have received certificates of the Presidentan opinion, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, of Alan M. Utay, General Counsxx xxx Xxxxxnce Data Systems Corporation, as counsel for the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel to the effect that: (i) Each of the Transferor and the Bank (each collectively referred to in this subsection 6(d) as a "WFN Entity") is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, except where failure to so qualify would not have a material adverse effect on such WFN Entity, and has full power and authority to own its properties, to conduct its business as described in the Registration Statement and the Prospectus, to enter into and perform its obligations under the Program Documents to which it is a party, and to consummate the transactions contemplated thereby. (ii) Each of the Program Documents and this Agreement has been duly authorized, executed and delivered by each WFN Entity that is a party thereto. (iii) Neither the execution and delivery of the Program Documents and this Agreement by either WFN Entity that is party thereto nor the consummation of any of the transactions contemplated therein nor the fulfillment of the terms thereof, violates, results in a material breach of or constitutes a default under (A) any Requirements of Law under the Delaware Limited Liability Company Act, as amended, Texas state law and the federal law of the United States of America (collectively, the "Included Laws") applicable to such WFN Entity, (B) any term or provision of any order known to me to be currently applicable to such WFN Entity of any court, regulatory body, administrative agency or governmental body having jurisdiction over such WFN Entity or (C) any term or provision of any indenture or other agreement or instrument known to me to which such officer shall stateWFN Entity is a party or by which either of them or any of their properties are bound, except, in the case of clauses (B) and (C), to the extent such violation, breach or default would not have a material adverse effect on the Notes, the Collateral Certificate, or any WFN Entity. (iv) Except as otherwise disclosed in the Prospectus (and any supplement thereto) or the Registration Statement, there is no pending or, to the best of such counsel's knowledge, threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator with respect to WFNMT, the Issuer, the Collateral Certificate, the Notes or any of the Program Documents or any of the transactions contemplated therein with respect to a WFN Entity which, if adversely determined, would have a material adverse effect on the Notes, the Collateral Certificate, WFNMT or the Issuer or upon the ability of any WFN Entity to perform its obligations under the Program Documents. (v) The statements included in the Prospectus describing statutes under the Included Laws, legal proceedings, contracts and other documents relating to the WFN Entities, the Accounts, the Receivables, the business of the Bank, the Transferor, WFNMT and the Issuer are accurate in all material respects. (e) The Representative shall have received an opinion, dated the Closing Date, of Mayer, Brown, Rowe & Maw, sxxxxxl xxxxxel xx the Transferor and the Bank, satisfactory in form and substance to the Representative and its counsel to the effect that: (i) The Transferor is a limited liability company in good standing, duly organized and validly existing under the laws of the State of Delaware; the Bank is a national banking association in good standing and validly existing under the laws of the United States of America; and each of the Program Documents to which the Transferor or the Bank is a party constitutes the legal, valid and binding agreement of the Transferor and the Bank, as the case may be, under the laws of New York, enforceable against each such Person in accordance with its terms, subject to (A) the Depositor that effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally and the rights of creditors of national banking associations (1including, without limitation, the determination pursuant to 12 U.S.C. ss.1821(e) of any liability for the disaffirmance or repudiation of any contract), (B) the representations effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and warranties applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy. (ii) This Agreement constitutes the legal, valid and binding obligation of the Depositor Transferor and the Bank under the laws of the State of New York, enforceable against the Transferor and the Bank in each Basic Document accordance with its terms, subject to which it is (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally and the rights of creditors of national banking associations (including, without limitation, the determination pursuant to 12 U.S.C. ss.1821(e) of any liability for the disaffirmance or repudiation of any contract), (B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy. (iii) The Notes are in due and proper form and when executed, authenticated and delivered as specified in the Indenture, and when delivered against payment of the consideration specified in this Agreement were true Agreement, they will be validly issued and correct as outstanding, will constitute legal, valid and binding obligations of the date therein indicatedIssuer, enforceable against the Issuer in accordance with their terms and will be entitled to the benefits of the Indenture, subject to (A) the effect of bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation and other similar laws affecting creditors' rights generally, (2B) the effect of general principles of equity including (without limitation) concepts of materiality, reasonableness, good faith, fair dealing (regardless of whether considered and applied in a proceeding in equity or at law), and also to the possible unavailability of specific performance or injunctive relief, and (C) the unenforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability where such indemnification or contribution is contrary to public policy. (iv) The Collateral Certificate is in due and proper form, and is validly issued and outstanding and entitled to the benefits of the PSA. (v) The Registration Statement has become effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) thereunder in the manner and within the time period required by Rule 424(b). To the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Datecounsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial pending or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in threatened or contemplated by the ProspectusCommission, the Preliminary Prospectus and the Time of Sale Information Registration Statement and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the Preliminary Prospectus and requirements of the Time of Sale InformationAct. (dvi) With respect to all No approval, authorization, consent, order, registration, filing, qualification, license or permit of or with any court or governmental agency or body is required for the consummation by the Bank, the Transferor, WFNMT or the Issuer of the Notestransactions contemplated in the Program Documents, not less than 25% except such as have been obtained under the Act and such as may be required under the blue sky laws of any jurisdiction inside the United States in connection with the purchase and distribution of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2vii) The favorable opinion statements in the Base Prospectus under the headings "Risk Factors--If a conservator or receiver were appointed for World Financial Network National Bank, delays or reductions in payment of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel your notes could occur," "Material Legal Aspects of the Receivables," "ERISA Considerations" and "Federal Income Tax Consequences" and the statements in the Prospectus Supplement under the headings "Structural Summary--Tax Status" and "--ERISA Considerations" to the Depositor and World Omniextent that they constitute matters of law or legal conclusions with respect thereto, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded reviewed by us and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under revieware correct in all material respects. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation several obligations of the several Underwriters to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni made herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereofhereto, to the performance by the Depositor and World Omni HCA of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) Prior to On the Time Closing Date, each of Salethe Transaction Documents, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Preliminary Prospectus Notes and on Certificates, a conformed copy thereof. The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative. (b) At or prior to before the Closing Date, with respect to the ProspectusBarclays Capital Inc., the Representatives Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Lloyds Securities Inc, MUFG Securities Americas Inc., and the Depositor SG Americas Securities, LLC shall have received a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectivelyhereof, of KPMG LLP, independent certified public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulationsaccountants, substantially in the form of the draft or drafts to which the Representatives have Representative has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Representatives Underwriters and counsel for to the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Securities Act included or incorporated by reference in the Time of Sale Information Preliminary Prospectus or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (bc) The Prospectus, the Preliminary Prospectus, Prospectus and each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations Securities Act and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all Since the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, or results of operations of the NotesDepositor, not less HCA, and their respective subsidiaries, otherwise than 25% as set forth or contemplated in the Preliminary Prospectus, the Registration Statement and the Prospectus, the effect of which, in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Underwritten Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with terms and in the Depositormanner contemplated in this Agreement and in the Prospectus. (e) The Representatives Representative shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable received an opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida in-house counsel to the Depositor and World OmniHCA, addressed to the Representative, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives Representative and counsel to the Underwriters, to the effect that: (i) Each of HCA and the Depositor has been duly formed and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has the power and authority to own its properties and to conduct its business as presently conducted, and to enter into and perform its obligations under this Agreement and the Transaction Documents to which each is a party, and had at all relevant times, and now has, the power and authority to acquire, own, sell and service the Receivables and the related Collateral. (5ii) The favorable opinion Each of special counsel to this Agreement and each Transaction Document has been duly authorized, executed and delivered by the Owner Trustee Depositor and the Titling TrusteeHCA, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwritersas applicable. (6iii) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement Each of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of Rxxxxxxx, Xxxxxx & Finger, P.A., special Delaware counsel for the Depositor and the TrustHCA is duly qualified to do business and is in good standing, dated the Closing Date and satisfactory has obtained all necessary licenses, in form and substance each jurisdiction in which failure to the Representatives and counsel to the Underwriters. so qualify or obtain such licenses would (9a) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated render any Receivable unenforceable by the Rating Agencies as set forth in each Free Writing Prospectus listed Depositor or the Indenture Trustee on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating behalf of any Class of Notes has been placed under review. (g) On or prior Noteholder, except with respect to any such failure that would not materially and adversely affect the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, Issuer or the fulfillment Noteholders or (b) have a material adverse effect upon its business or the ownership of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwritersits property. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the [Underwritten] Notes will be subject to the accuracy of the respective representations and warranties on the part of the Depositor and World Omni herein, to the accuracy of the statements of the respective officers of the Depositor and World Omni made pursuant to the provisions hereof, to the performance by the Depositor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) Prior to the Time of Sale, with respect to the Preliminary Prospectus and on On or prior to the Closing Date, with respect to the Prospectus, the Representatives and the Depositor shall have received a letterletters, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each [the][each] Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor, World Omni or the Representatives, shall be contemplated by the Commission. (c) The Representatives shall have received certificates of the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information. (d) With respect to all of the Notes, not less than 25% of the Notes (by principal amount) shall have been purchased on the Closing Date by parties not affiliated with the Depositor. (e) The Representatives shall have received: (1) Such customary opinions and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of [Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP], special Florida counsel to the Depositor and World Omni, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters. (3) Reliance letters relating to each legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (5) The favorable opinion of special counsel to the Owner Trustee and the Titling Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (6) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of [Mxxxx Xxxxx LLP], counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of [Rxxxxxxx, Xxxxxx & Finger, P.A.], special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the [Underwritten] Notes shall be rated by the Rating Agencies as set forth in each [the][each] Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of [Underwritten] Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the [Underwritten] Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the [Underwritten] Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.

Conditions of the Obligations of the Underwriters. The obligation of the several Underwriters to purchase and pay for the Offered Notes will be subject to the accuracy of the respective representations and warranties on the part of each of the Depositor Issuer, Interstar and World Omni the Trust Manager herein, to the accuracy of the statements of the respective officers of each of the Depositor Issuer, Interstar and World Omni the Trust Manager made pursuant to the provisions hereof, to the performance by each of the Depositor Issuer, Interstar and World Omni the Trust Manager of their respective its obligations hereunder and to the following additional conditions precedent: (a) Prior You shall have received evidence satisfactory to you that each of the Transaction Documents has been executed and delivered by the respective parties and that all conditions precedent to the Time Transaction Documents other than the issue of Salethe Offered Notes have been satisfied. (b) You shall have received evidence satisfactory to you that all the steps or conditions required by the Series Notice for the purchase by the Issuer from the Seller of the Loans and Related Rights to be acquired from the Seller pursuant thereto have been taken or satisfied, with respect to as the Preliminary Prospectus and case may be. (c) The Registration Statement shall have become effective on or prior to the Closing Datedate hereof, with respect to the Prospectus, the Representatives and the Depositor shall have received or if a letter, dated as of the date of the Preliminary Prospectus and the Prospectus, respectively, of independent public accountants reasonably acceptable to the Representatives confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Act included or incorporated by reference in the Time of Sale Information or the Prospectus). For the purposes of the immediately preceding sentence, any of the “Big Four” accounting firms shall be deemed to be acceptable to the Representatives. (b) The Prospectus, the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule II hereto or approved in writing by the Depositor and any “issuer information” as defined above included in any Permitted Underwriter Communication post-effective amendment is required to be filed with under the Commission Securities Act, such post-effective amendment shall have been filed with become effective, not later than 5:00 p.m., New York City time, on the Commission in accordance with the Rules date hereof or on such later date to which you have consented; and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment shall have been issued be in effect, and no proceedings for that such purpose shall be pending before or threatened by the Commission. The Prospectus, including all price-related information previously omitted from the prospectus which formed a part of the Registration Statement at the time it became effective, in accordance with Rule 430A, shall have been instituted or, transmitted to the knowledge of Commission for filing pursuant to Rule 424(b) within the Depositor, World Omni or the Representatives, shall be contemplated applicable time period prescribed for such filing by the Commission. (c) The Representatives shall have received certificates of rules and regulations under the President, any Vice President, the Treasurer, the Secretary or any Assistant Treasurer or any Assistant Secretary of each of the Depositor and World Omni, each dated the Closing Date, in which such officer shall state, in the case of (A) the Depositor that (1) the representations and warranties of the Depositor in each Basic Document to which it is a party Securities Act and in this Agreement were true accordance with Section 5(b)(i) hereof; and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, the Depositor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing DateDate the Trust Manager shall have provided evidence satisfactory to you of such timely filing, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings all requests for that purpose additional information shall have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Depositor, except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Information and (B) World Omni, that (1) the representations and warranties of World Omni in each Basic Document to which it is a party and in this Agreement were true and correct as of the date therein indicated, (2) to the best knowledge of such officer after reasonable investigation, World Omni has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of World Omni except as set forth in or contemplated by the Prospectus, the Preliminary Prospectus and the Time of Sale Informationyour satisfaction. (d) With respect The Australian Stock Exchange having agreed to all of list the Notes, not less than 25% subject only to the issue of the global Notes (by principal amount) or you shall have been purchased on be satisfied that such listing will be granted shortly after the Closing Date by parties not affiliated with the DepositorDate. (e) The Representatives On or before the Closing Date you shall have received: (1) Such customary opinions received opinions, in form and letters as may be requested by counsel for the Underwriters. (2) The favorable opinion of Bilzin Sxxxxxx Xxxxx Price & Axxxxxx LLP, special Florida counsel substance satisfactory to the Depositor and World Omniyou, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel for the Underwriters.of: (3i) Reliance letters relating to each XxXxx Xxxxxx LLP, legal opinion relating to the transactions contemplated by this Agreement and the Basic Documents rendered by counsel to ALF, the Depositor or World Omni to the Owner Trustee, the Indenture Trustee or any Rating Agency. (4) The favorable opinion of counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel advisers to the Underwriters.; (5ii) The favorable opinion of special counsel Mayer, Brown, Xxxx & Xxx, legal advisers to Interstar and the Trust Manager; (iii) Xxxxxx Xxxxxx Xxxxxxxx, legal advisers to Interstar and the Trust Manager; (xx) Xxxxxxxxx Xxxxxxx Xxxxxx, legal advisers to the Owner Trustee Issuer and the Titling Note Trustee, dated the Closing Date and satisfactory in form and substance ; (v) legal advisers to the Representatives and counsel to the Underwriters. Swap Party; (6vi) A certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete. (7) The favorable letter of Mxxxx Xxxxx LLP, counsel for the Underwriters, dated the Closing Date, which letter shall be satisfactory in form and substance to the Representatives. (8) The favorable opinion of RxxxxxxxXxxxx, Xxxxxx & FingerXxxxxx, P.A.XX, special Delaware counsel for the Depositor and the Trust, dated the Closing Date and satisfactory in form and substance legal advisers to the Representatives and counsel to the Underwriters. (9) The favorable opinion of in-house counsel for the Asset Representations Reviewer, dated the Closing Date and satisfactory in form and substance to the Representatives and counsel to the Underwriters. (f) As of the Closing Date, the Notes shall be rated by the Rating Agencies as set forth in each Free Writing Prospectus listed on Schedule II hereto, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of Notes has been placed under review. (g) On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the parties to the Basic Documents in connection with the issuance of the Notes and the Certificates and sale of the Notes as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters. (h) If any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Depositor and World Omni at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 5(g) hereof.Note Trustee;