Purchase, Sale and Delivery of the Offered Notes. Each Underwriter executing this Agreement on its own behalf and as a Representative of the several Underwriters (the “Representatives”) hereby represents and warrants to the Depositor that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriters, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective principal balance of each class of Offered Notes set forth opposite the name of such Underwriter on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on such Schedule 2.

Purchase, Sale and Delivery of the Offered 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 [Offered] 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, [—]%, (ii) in the case of the Class A-2 Notes, [—]%, (iii) in the case of the Class A-3 Notes, [—]%, [and] (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]%]. Each Class of [Offered] 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 [Offered] Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] 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 [Representatives] [Underwriters]) at 9 a.m., Chicago time, on [ ], 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 [Offered] 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] [Underwriters]) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the [Representatives] [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 ...

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Purchase, Sale and Delivery of the Offered Notes. (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Notes upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Firm Offered Notes set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price for the Firm Offered Notes to be paid by the several Underwriters to the Company shall be $[ ] (the “Purchase Price”). (b) The Company shall deliver the Firm Offered Notes to be purchased by the Underwriters through the facilities of DTC against payment of the Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer drawn to the order of the Company and payment therefor at the offices of [ ], [ ], [ ], [ ] [ ] (or such other place as may be agreed to by the Company and the Representative) at [10:00] a.m. New York City time, on [ ], 20[ ], or such other time and date not later than [10:00] a.m. New York City time, not later than seven full business days thereafter as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”); provided, however, that if the Company has not made available to the Representative copies of the Prospectus within the time provided in Section 2(g) and Section 3(d) hereof, the Representative may, in its sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representative. The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 8 (the “Default of One or More of the Several Underwriters”). (c) In addition, on the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate principal amount...

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Purchase, Sale and Delivery of the Offered Notes. On the basis of 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, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of 99.83297% of the principal amount thereof, the respective principal amount of the Class A‑2 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of 99.82499% of the principal amount thereof, the respective principal amount of the Class A‑3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, and (c) at a purchase price of 99.81712% of the principal amount thereof, the respective principal amount of the Class A‑4 Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Offered Notes shall be made at the office of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on March 18th, 2020, (the “Closing Date”). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Offered Notes to be so delivered will be initially represented by one or more Offered Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Offered Notes will be available only under limited circumstances set forth in the Indenture.

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Purchase, Sale and Delivery of the Offered Notes. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein set forth, the Issuer, at the direction of the Trust Manager, agrees to sell the Offered Notes to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Issuer on the Closing Date, the number, class and aggregate principal amount of the Offered Notes set forth opposite such Underwriter's name on Schedule A. The Class A2 Notes shall be so purchased at a price equal to [100]% of the principal amount of the Class A2 Notes, and the Class B1 Notes shall be so purchased at a price equal to [100]% of the principal amount of the Class B1 Notes (collectively, the "Selling Price"). (b) In consideration of the agreement by each of the Underwriters to purchase and pay for the Offered Notes, Interstar agrees to pay or procure the payment at the Closing Date to the Underwriters: (i) of a combined management and underwriting commission in respect of the Class A2 Notes of [o]% of the principal amount of the Class A2 Notes; (ii) of a selling concession of an amount equal to [o]% of the principal amount of the Class A2 Notes; (iii) of a combined management and underwriting commission in respect of the Class B1 Notes of [o]% of the principal amount of the Class B1 Notes; and (iv) of a selling concession of an amount equal to [o]% of the principal amount of the Class B1 Notes. The amounts referred to in Sections 3(b)(i), (ii), (iii) and (iv) above are together called the "Commissions". (c) The Issuer, at the direction of the Trust Manager, shall deliver the Offered Notes at the offices of Mayer, Brown, Xxxx & Maw, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XXX at 1.00 p.m., New York time, on o, 2003, or at such other time not later than seven full business days thereafter as you and the Issuer determine, such time and date being herein referred to as the "Closing Date". The Offered Notes shall be issued in book-entry format and shall be held by the Note Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Delivery of the Offered Notes will be by means of credit to the account of the Underwriters with DTC, against payment to, or as directed by, the Issuer by the Underwriters of the Selling Price in U.S. dollars in immediately available funds, on the Closing Date or such other time and date as the Underwriters may agree upon in writing. The O...

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Depositor, the principal balance of each class of Offered Notes set forth opposite its name on Schedule 1. Each class of Offered Notes is to be purchased at the respective purchase price set forth on Schedule 2, plus accrued interest to the extent set forth on such Schedule 2.

Purchase, Sale and Delivery of the Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth: (i) the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust at a purchase price of 99.74803% of the principal amount thereof, the respective principal amount of the Class A-2 Notes set forth opposite the name of such Underwriter on Schedule I hereto, (ii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.64621% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite your name on Schedule I hereto, (iii) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.54938% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite your name on Schedule I hereto, (iv) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.44201% of the principal amount thereof, the respective principal amount of the Class C Notes set forth opposite your name on Schedule I hereto and (v) the Depositor agrees to cause the Trust to sell to you, and you agree to purchase from the Trust at a purchase price of 99.33780% of the principal amount thereof, the respective principal amount of the Class D Notes set forth opposite your name on Schedule I hereto. Delivery of and payment for the Offered Notes shall be made at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on September 29, 2010 (the “Closing Date”). Delivery of the Offered Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Offered Notes to be so delivered will be represented initially by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances.

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