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

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a Notes, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.64510% and (vi) in the case of the Class B Notes, 99.59919%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a Notes, 99.7949499.79928%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.7331699.73203%, (v) in the case of the Class A-4 Notes, 99.6451099.64241% and (vi) in the case of the Class B Notes, 99.5991999.57643%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 1719, 2014 2018 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79092% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a Notes, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73178% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.69604% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $393,000,000, $195,000,000, $590,500,000 and $97,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a Notes, 99.7949499.79751%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.7331699.72746%, (v) in the case of the Class A-4 Notes, 99.6451099.65589% and (vi) in the case of the Class B Notes, 99.5991999.57604%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 17July 20, 2014 2016 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.87000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.78408%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.71570%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.64376% and (viv) in the case of the Class B Notes, 99.5991999.58374%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, 300 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 17June 13, 2014 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.90000% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.84770% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.76513% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.66719% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.875002%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.817250%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73316%, 99.796170% and (viv) in the case of the Class A-4 Notes, 99.64510% and (vi) in the case of the Class B Notes, 99.5991999.735530%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“"DTC”"). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the DepositorSeller, at the office of Kxxxxxxx Cadwalader, Xxxxxxxxxx & Exxxx LLPXxxx, 300 Xxxxx XxXxxxx000 Xxxxxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the UnderwritersRepresentative) at 9 a.m.10:00 A.M., Chicago New York time, on September 17July 19, 2014 2000, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Underwriters Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx Cadwalader, Xxxxxxxxxx & Exxxx LLP Xxxx (or at such other location agreed upon among the DepositorSeller, World Omni and the UnderwritersRepresentative) at least 24 hours prior to the Closing Date. The DepositorSeller, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s 's representative (whether such request is delivered to an Underwriter or the DepositorSeller) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representativeProspectus.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79445% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2b Notes, 99.79494%99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74851% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.67149% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $367,000,000, $220,634,000, $454,000,000 and $128,366,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2 Notes, 99.79494%99.79877% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74278% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.68970% of the aggregate principal amount thereof. The Class A-4 A-1 Notes, 99.64510% and (vi) in the case of the Class B A‑2 Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $441,000,000, $622,000,000, $508,200,000 and $135,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.79727%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.72615%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.65424% and (viv) in the case of the Class B Notes, 99.5991999.58490%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 17April 13, 2014 2022 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.90000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.81335%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.72721%, (iv) in the case of the Class A-3 A-4 Notes, 99.7331699.72471%, (v) in the case of the Class A-4 B Notes, 99.64510% 99.63756%, and (vi) in the case of the Class B C Notes, 99.5991999.59851%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time10:00 a.m. (EST), on September 17February 16, 2014 2022 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or its representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.85000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.79987%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.74981%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.66705% and (viv) in the case of the Class B Notes, 99.5991999.47861%. Each Class of The Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, 300 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m.10:00 A.M., Chicago New York time, on September 17November 9, 2014 2011 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or its representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2 Notes, 99.79494%99.79918% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.73144% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.68395% of the aggregate principal amount thereof. The Class A-4 A-1 Notes, 99.64510% and (vi) in the case of the Class B A‑2 Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $331,000,000, $574,000,000, $638,500,000 and $162,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.78978% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2b Notes, 99.79494%99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74885% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.69745% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $468,680,000, $126,320,000, $518,000,000 and $153,250,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.85000% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.73314% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.69075% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.61153% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and 500 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 on April 21, 2010 (vi) in the case “Closing Date”). Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79225% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2b Notes, 99.79494%99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74433% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.69837% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $179,500,000, $179,500,000, $401,000,000 and $107,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.85000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.78386%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.73469%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.66380% and (viv) in the case of the Class B Notes, 99.5991999.58768%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, 300 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m.10:00 A.M., Chicago New York time, on September 17May 29, 2014 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or its representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.8900099.90000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.81400%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.73640%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.70284% and (viv) in the case of the Class B Notes, 99.5991999.58653%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP, 300 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m.10:00 A.M., Chicago New York time, on September 17October 30, 2014 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or its representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79818% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2b Notes, 99.79494%99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74489% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.67722% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $361,000,000, $129,000,000, $490,000,000 and $134,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79892% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a Notes, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.73405% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.68397% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $546,600,000, $75,000,000, $516,600,000 and $126,040,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.83500% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter is Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.82589% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.82993% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.82187% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79035% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2b Notes, 99.79494%99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.73823% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.67879% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $397,000,000, $80,000,000, $428,000,000 and $156,490,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.90000% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.79195% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.74448% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.69052% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, 99.89000%99.79389% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a Notes, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73316%, 99.74567% of the aggregate principal amount thereof and (viii) in the case of the Class A-4 Notes, 99.6451099.67011% and (vi) in the case of the aggregate principal amount thereof. The Class B A-2 Notes, 99.59919%. Each the Class of A-3 Notes and the Class A-4 Notes will initially be represented by one or more three notes respectively representing $352,000,000, $395,000,000 and $117,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxxx XxXxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2 Notes, 99.79494%99.79596% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A-3 Notes, 99.80000%, 99.74995% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.66668% of the aggregate principal amount thereof. The Class A-4 A-1 Notes, 99.64510% and (vi) in the case of the Class B A‑2 Notes, 99.59919%. Each the Class of A-3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $326,700,000, $550,000,000, $550,000,000 and $133,300,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank Trust Company, National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.79515%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.73067%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.65406% and (viv) in the case of the Class B Notes, 99.5991999.58097%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 17February 12, 2014 2020 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a Notes, 99.79494%99.79326% of the aggregate principal amount thereof, (iiiii) in the case of the Class A-2b Notes, 99.80000%% of the aggregate principal amount thereof, (iviii) in the case of the Class A-3 Notes, 99.73316%, 99.74459% of the aggregate principal amount thereof and (viv) in the case of the Class A-4 Notes, 99.6451099.69165% and (vi) in the case of the aggregate principal amount thereof. The Class B A-2a Notes, 99.59919%. Each the Class of A-2b Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by one or more four notes respectively representing $120,000,000, $280,000,000, $360,000,000 and $103,750,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.93000% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.81942% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.73627% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.68734% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2 Notes, 99.79494%99.79816% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.73923% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.69504% of the aggregate principal amount thereof. The Class A-4 A-1 Notes, 99.64510% and (vi) in the case of the Class B A‑2 Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $326,000,000, $546,000,000, $546,000,000 and $142,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A-2 Notes, 99.79494%99.79261% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74278% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.67801% of the aggregate principal amount thereof. The Class A-4 A‑1 Notes, 99.64510% and (vi) in the case of the Class B A-2 Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more six notes respectively representing $435,000,000, $623,700,000, $514,500,000 and $133,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑2a Notes, 99.89000%99.79564% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a Notes, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%% of the aggregate principal amount thereof, (iii) in the case of the Class A‑3 Notes, 99.74766% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.67713% of the aggregate principal amount thereof. The Class A-4 A‑2a Notes, 99.64510% and (vi) in the case of the Class B A-2b Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more five notes respectively representing $372,600,000, $200,650,000, $573,250,000 and $158,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank Trust Company, National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor Seller agrees to sell to each Underwriterthe several Underwriters, and the Underwriters agree, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor Seller the aggregate respective principal amount amounts of each Class of the Underwritten Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite the name of such Underwriter, hereto. The Underwritten Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A‑1 Notes, 99.89000%99.95000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2a A‑2 Notes, 99.79494%99.79923% of the aggregate principal amount thereof, (iii) in the case of the Class A-2b A‑3 Notes, 99.80000%, 99.74787% of the aggregate principal amount thereof and (iv) in the case of the Class A-3 A‑4 Notes, 99.73316%, (v) in the case 99.69357% of the aggregate principal amount thereof. The Class A-4 A-1 Notes, 99.64510% and (vi) in the case of the Class B A‑2 Notes, 99.59919%. Each the Class of A‑3 Notes and the Class A‑4 Notes will initially be represented by one or more four notes respectively representing $325,000,000, $544,000,000, $544,000,000 and $147,000,000 aggregate principal amount of the Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price therefor for the Underwritten Notes by wire transfer in immediately available funds payable to funds, on the order Closing Date. The interests of beneficial owners of the Depositor, at Notes will be represented by book entries on the office records of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni DTC and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”participating members thereof. The instruments certificates evidencing the DTC Notes will be made available for inspection checking and packaging at the above offices office of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among U.S. Bank National Association in the Depositor, World Omni and the Underwriters) City of New York at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.83500% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter is Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.83424% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.82489% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.82589% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Depositor Depositor, (a) at a purchase price of 99.93500% of the aggregate principal amount thereof, the respective principal amount of each the Class of A-1 Notes set forth in Schedule I hereto opposite the name of such UnderwriterUnderwriter in Schedule I hereto, (b) at a purchase price equal to the following percentages of 99.83201% of the aggregate initial principal balances amount thereof, (i) in the case respective principal amount of the Class A-1 Notes, 99.89000%A-2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (iic) in the case at a purchase price of 99.77968% of the Class A-2a Notesprincipal amount thereof, 99.79494%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case respective principal amount of the Class A-3 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.72105% of the principal amount thereof, 99.73316%, (v) in the case respective principal amount of the Class A-4 NotesNotes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 99.64510% and (vi) in the case 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Delivery of the Class B Notes, 99.59919%Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. Each Class of The Notes to be so delivered will be initially be represented by one or more notes Notes registered in the name of “Cede & Co., as ,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified set forth in the Indenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.89000%, (ii) in the case of the Class A-2a A-2 Notes, 99.7949499.79021%, (iii) in the case of the Class A-2b A-3 Notes, 99.8000099.72814%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6451099.64420% and (viv) in the case of the Class B Notes, 99.5991999.59537%. Each Class of Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at 9 a.m., Chicago time, on September 17July 21, 2014 2021 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the UnderwritersRepresentatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.