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, 99.87000%, (ii) in the case of the Class A-2 Notes, 99.78408%, (iii) in the case of the Class A-3 Notes, 99.71570%, (iv) in the case of the Class A-4 Notes, 99.64376% and (v) in the case of the Class B Notes, 99.58374%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79123%, (iii) in the case of the Class A-3 Notes, 99.7157099.73643%, (iv) in the case of the Class A-4 Notes, 99.6437699.65801% and (v) in the case of the Class B Notes, 99.5837499.58336%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13March 15, 2012 2017 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.85000%, (ii) in the case of the Class A-2 Notes, 99.7840899.78386%, (iii) in the case of the Class A-3 Notes, 99.7157099.73469%, (iv) in the case of the Class A-4 Notes, 99.6437699.66380% and (v) in the case of the Class B Notes, 99.5837499.58768%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13May 29, 2012 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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 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, 99.8700099.875000%, (ii) in the case of the Class A-2 Notes, 99.7840899.821267%, (iii) in the case of the Class A-3 Notes, 99.7157099.794212%, (iv) in the case of the Class A-4 Notes, 99.6437699.736279% and (v) in the case of the Class B Notes, 99.5837499.635000%. 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 Representatives 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 Xxxxxxxx & Xxxxx LLPXxxxx, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) at 9 a.m.10:00 A.M., Chicago New York time, on June February 13, 2012 2001, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Representatives Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) 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. (a) 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 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 principal amount amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite 1 hereto. (b) The Notes are to be purchased by the name of such Underwriter, Underwriters 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, 99.87000%% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.78408%99.84631% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.71570%99.73929% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.6437699.68706% and (v) in the case of the Class B Notesaggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, 99.58374%. Each Class the Seller will deliver the Notes to the Representative, for the account of the 7 (Nissan 2013-C Underwriting Agreement) Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Seller and the Servicer, on December 11, 2013, at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by one or more notes securities 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 securities 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 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79021%, (iii) in the case of the Class A-3 Notes, 99.7157099.72814%, (iv) in the case of the Class A-4 Notes, 99.6437699.64420% and (v) in the case of the Class B Notes, 99.5837499.59537%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13July 21, 2012 2021 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.90000%, (ii) in the case of the Class A-2 Notes, 99.7840899.81125%, (iii) in the case of the Class A-3 Notes, 99.7157099.72476%, (iv) in the case of the Class A-4 Notes, 99.6437699.71372% and and, (v) in the case of the Class B Notes, 99.5837499.60321%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 10:00 a.m., Chicago New York time, on June 13February 7, 2012 2018 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79210%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.72367%, (v) in the case of the Class A-4 Notes, 99.6437699.65233% and (vvi) in the case of the Class B Notes, 99.5837499.58574%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13August 21, 2012 2019 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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. (a) 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 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 principal amount amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite 1 hereto. (b) The Notes are to be purchased by the name of such Underwriter, Underwriters 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, 99.87000%% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.78408%99.79986% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.71570%99.74319% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.6437699.67711% and (v) in the case of the Class B Notesaggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, 99.58374%. Each Class the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Winston & Xxxxxx LLP, at 000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx, on November 17, 2011 at 10:00 a.m., New York time, or at such other time not later than seven full Business Days thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by one or more notes securities 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 securities 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 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.875000%, (ii) in the case of the Class A-2 Notes, 99.7840899.829317%, (iii) in the case of the Class A-3 Notes, 99.7157099.773164%, (iv) in the case of the Class A-4 Notes, 99.6437699.740318% and (v) in the case of the Class B Notes, 99.5837499.636206%. 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 Representatives 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 Xxxxxxxx & Xxxxx LLPXxxxx, 000 Xxxxx XxXxxxxX. Xxxxxxxx Dr., XxxxxxxChicago, Xxxxxxxx 00000 Illinois 60601 (or at such other location as agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) at 9 a.m.10:00 A.M., Chicago time, on June 13July 10, 2012 2002, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Representatives Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) 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 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79341%, (iii) in the case of the Class A-3 Notes, 99.7157099.73172%, (iv) in the case of the Class A-4 Notes, 99.6437699.65367% and (v) in the case of the Class B Notes, 99.5837499.58941%. 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 Underwriters 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 a.m., Chicago time, on June 13October 14, 2012 2020 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79515%, (iii) in the case of the Class A-3 Notes, 99.7157099.73067%, (iv) in the case of the Class A-4 Notes, 99.6437699.65406% and (v) in the case of the Class B Notes, 99.5837499.58097%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13February 12, 2012 2020 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.90000%, (ii) in the case of the Class A-2 Notes, 99.7840899.81400%, (iii) in the case of the Class A-3 Notes, 99.7157099.73640%, (iv) in the case of the Class A-4 Notes, 99.6437699.70284% and (v) in the case of the Class B Notes, 99.5837499.58653%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13October 30, 2012 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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 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, 99.8700099.87500%, (ii) in the case of the Class A-2 Notes, 99.7840899.82342%, (iii) in the case of the Class A-3 Notes, 99.7157099.77872%, (iv) in the case of the Class A-4 Notes, 99.6437699.74665% and (v) in the case of the Class B Notes, 99.5837499.65550%. 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 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 DepositorSeller, at the office of Xxxxxxxx & Xxxxx LLP, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13July 8, 2012 2004, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the Representatives) 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 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 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79727%, (iii) in the case of the Class A-3 Notes, 99.7157099.72615%, (iv) in the case of the Class A-4 Notes, 99.6437699.65424% and (v) in the case of the Class B Notes, 99.5837499.58490%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June April 13, 2012 2022 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.85000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79586%, (iii) in the case of the Class A-3 Notes, 99.7157099.74946%, (iv) in the case of the Class A-4 Notes, 99.6437699.65505% and (v) in the case of the Class B Notes, 99.5837499.56338%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13October 24, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.85000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79987%, (iii) in the case of the Class A-3 Notes, 99.7157099.74981%, (iv) in the case of the Class A-4 Notes, 99.6437699.66705% and (v) in the case of the Class B Notes, 99.5837499.47861%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13November 9, 2012 2011 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79257%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.72403%, (v) in the case of the Class A-4 Notes, 99.6437699.64997% and (vvi) in the case of the Class B Notes, 99.5837499.58036%. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 a.m., Chicago time, on June 13September 18, 2012 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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 cause the Trust to sell to each Underwriterthe Underwriters, and the Underwriters agree, 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 UnderwriterTrust, at a purchase price equal to the following percentages of 99.830% of the aggregate initial principal balances thereof, (i) in the case amount of the Class I-A-1 Notes, 99.87000%, (ii) in at a purchase price of 99.750% of the case principal amount of the Class I-A-2 Notes, 99.78408%, (iii) in at a purchase price of 99.700% of the case principal amount of the Class I-B Notes, at a purchase price of 99.800% of the principal amount of the Class II-A-1 Notes, at a purchase price of 99.780% of the principal amount of the Class II-A-2 Notes, and at a purchase price of 99.750% of the principal amount of the Class II-A-3 Notes, 99.71570%, (iv) in at a purchase price of 99.730% of the case principal amount of the Class II-A-4 Notes, 99.64376at a purchase price of 99.625% and (v) in of the case principal amount of the Class II-B Notes Notes, 99.58374%. Each at a purchase price of 99.550% of the principal amount of the Class II-C Notes the respective principal amounts of each class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. In addition, the Depositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, a Division of McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the structuring of the Notes of $962,276. The Depositor will deliver the Notes to the Representative (or its designee) for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of XxXxx Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on November 17, 2005, or at such other time not later than seven full business days thereafter as the Representative and the Depositor determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by one or more notes Notes of each class 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.875002%, (ii) in the case of the Class A-2 Notes, 99.7840899.817250%, (iii) in the case of the Class A-3 Notes, 99.71570%, 99.796170% and (iv) in the case of the Class A-4 Notes, 99.64376% and (v) in the case of the Class B Notes, 99.5837499.735530%. 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 Representatives 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 Xxxxxxxx Cadwalader, Xxxxxxxxxx & Xxxxx LLPXxxx, 000 Xxxxx XxXxxxxXxxxxx Xxxx, XxxxxxxXxx Xxxx, Xxxxxxxx XX 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) at 9 a.m.10:00 A.M., Chicago New York time, on June 13July 19, 2012 2000, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Representatives Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx Cadwalader, Xxxxxxxxxx & Xxxxx LLP Xxxx (or at such other location agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) 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 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, 99.87000[___]%, (ii) in the case of the Class A-2 Notes, 99.78408[___]%, (iii) in the case of the Class A-3 Notes, 99.71570[___]%, [and] (iv) in the case of the Class A-4 Notes, 99.64376[___]% [and (v) in the case of the Class B Notes, 99.58374[___]%]]. 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 [___] a.m., Chicago time, on June 13[___], 2012 20[___] or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79599%, (iii) in the case of the Class A-3 Notes, 99.7157099.72772%, (iv) in the case of the Class A-4 Notes, 99.6437699.64773% and (v) in the case of the Class B Notes, 99.5837499.58232%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June March 13, 2012 2019 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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. (a) 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 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 principal amount amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite 1 hereto. (b) The Notes are to be purchased by the name of such Underwriter, Underwriters 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, 99.87000%99.86000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, 99.78408%99.82141% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.71570%99.76101% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.6437699.67163% and (v) in the case of the Class B Notesaggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, 99.58374%. Each Class the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 71 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Seller and the Servicer, on April 29, 2020, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by one or more notes securities 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 securities 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 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.87000%, (ii) in the case of the Class A-2 Notes, 99.7840899.81210%, (iii) in the case of the Class A-3 Notes, 99.7157099.74299%, (iv) in the case of the Class A-4 Notes, 99.6437699.63650% and (v) in the case of the Class B Notes, 99.5837499.59215%. 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 Underwriters 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 a.m., Chicago time, on June 13May 5, 2012 2011 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.78839%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.73156%, (v) in the case of the Class A-4 Notes, 99.6437699.63778% and (vvi) in the case of the Class B Notes, 99.5837499.57576%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13April 17, 2012 2024 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt request 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79928%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.73203%, (v) in the case of the Class A-4 Notes, 99.6437699.64241% and (vvi) in the case of the Class B Notes, 99.5837499.57643%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13September 19, 2012 2018 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 Notes, 99.7840899.79345%, (iii) in the case of the Class A-3 Notes, 99.7157099.72717%, (iv) in the case of the Class A-4 Notes, 99.6437699.64843% and (v) in the case of the Class B Notes, 99.5837499.58186%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or xr at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13March 14, 2012 2018 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.87000100.000000%, (ii) in the case of the Class A-2 Notes, 99.7840899.991552%, (iii) in the case of the Class A-3 Notes, 99.7157099.998398%, (iv) in the case of the Class A-4 Notes, 99.6437699.993485% and (v) in the case of the Class B Notes, 99.5837499.986024%. 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 Representatives 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 Xxxxxxxx & Xxxxx LLPXxxxx, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) at 9 a.m.10:00 A.M., Chicago New York time, on June 13March 11, 2012 2003, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Representatives Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) 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 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79751%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.72746%, (v) in the case of the Class A-4 Notes, 99.6437699.65589% and (vvi) in the case of the Class B Notes, 99.5837499.57604%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13July 20, 2012 2016 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.90000%, (ii) in the case of the Class A-2 Notes, 99.7840899.81335%, (iii) in the case of the Class A-3 Notes, 99.7157099.72721%, (iv) in the case of the Class A-4 Notes, 99.64376% and 99.72471%, (v) in the case of the Class B Notes, 99.5837499.63756%, and (vi) in the case of the Class C Notes, 99.59851%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxxXxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time10:00 a.m. (EST), on June 13February 16, 2012 2022 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79160%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.71988%, (v) in the case of the Class A-4 Notes, 99.6437699.65562% and (vvi) in the case of the Class B Notes, 99.5837499.59704%. 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 a.m., Chicago time, on June 13July 29, 2012 2015 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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, 99.8700099.87500%, (ii) in the case of the Class A-2 Notes, 99.7840899.82010%, (iii) in the case of the Class A-3 Notes, 99.7157099.78056%, (iv) in the case of the Class A-4 Notes, 99.6437699.73012% and (v) in the case of the Class B Notes, 99.5837499.66662%. 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 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 DepositorSeller, at the office of Xxxxxxxx & Xxxxx LLP, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00/xx/ Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the Representatives) at 9 a.m.10:00 A.M., Chicago New York time, on June 13December 2, 2012 2003, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the Representatives) 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 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, 99.8700099.875%, (ii) in the case of the Class A-2 Notes, 99.7840899.821%, (iii) in the case of the Class A-3 Notes, 99.7157099.789%, (iv) in the case of the Class A-4 Notes, 99.6437699.752% and (v) in the case of the Class B Notes, 99.5837499.561%. 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 Representatives 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 Xxxxxxxx & Xxxxx LLPXxxxx, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) at 9 a.m.10:00 A.M., Chicago New York time, on June December 13, 2012 2001, or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the Representatives Representative determine, such time being herein referred to as the “"Closing Date”". The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorSeller, World Omni and the RepresentativesRepresentative) 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 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, 99.8700099.89000%, (ii) in the case of the Class A-2 A-2a Notes, 99.7840899.79494%, (iii) in the case of the Class A-3 A-2b Notes, 99.7157099.80000%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.6437699.64510% and (vvi) in the case of the Class B Notes, 99.5837499.59919%. 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 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP, 000 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) at 9 a.m., Chicago time, on June 13September 17, 2012 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives 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 Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the RepresentativesUnderwriters) 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. (a) 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 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 principal amount amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule I hereto opposite 1 hereto. (b) The Notes are to be purchased by the name of such Underwriter, Underwriters 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, 99.87000%99.86000% of the aggregate principal amount thereof , (ii) in the case of the Class A-2 Notes, 99.78408%99.82664% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.71570%99.73739% of the aggregate principal amount thereof, and (iv) in the case of the Class A-4 Notes, 99.6437699.67097% and (v) in the case of the Class B Notesaggregate principal amount thereof. (c) Against payment of the purchase price by wire transfer of immediately available funds to the Seller, 99.58374%. Each Class the Seller will deliver the Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Seller and the Servicer, on May 28, 2019, at 10:00 a.m., New York time, or at such other time thereafter as the Representative and the Seller determine, such time being herein referred to as the “Closing Date.” The Notes to be so delivered will be initially be represented by one or more notes securities 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 securities 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 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 Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on June 13, 2012 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the 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 Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) 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.