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

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 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 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 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 [Offered] 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, [—]99.87500%, (ii) in the case of the Class A-2 Notes, [—]99.82533%, (iii) in the case of the Class A-3 Notes, [—]99.77063%, [and] and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.75912%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor Seller will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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 Kxxxxxxx & Xxxxx Exxxx LLP, 000 Xxxxx XxXxxxxCitigroup Center, Xxxxxxx100 Xxxx 00xx Xxxxxx, Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the DepositorSeller, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]February 1, 20[ ] 2005 or at such other time not later than five full business days thereafter, as the DepositorSeller, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] Offered 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 DepositorSeller, World Omni and the [Representatives] [Underwriters]) at least 24 hours prior to the Closing Date. The DepositorSeller, World Omni and the [Representatives] [Underwriters] 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 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] 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] % 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] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York 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] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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] 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, [—]99.87500%, (ii) in the case of the Class A-2 Notes, [—]99.82152%, (iii) in the case of the Class A-3 A-3a Notes, [—]99.78857%, [and] (iv) in the case of the Class A-3b Notes, 99.79000% and (v) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.75760%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]July 30, 20[ ] 2008 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class A-2 Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class A-2 Notes set forth opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3 Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [Offered] A-3 Notes set forth opposite the names of the Class A-3 Underwriters in Schedule I I-A-3 hereto and (iii) the Class A-4 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-4 Notes set forth opposite the name names of such Underwriter, the Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, [—]%99.871421% of the aggregate principal amount thereof plus accrued interest at the Class A-2 Note Rate from (and including) May 23, 2002, to (but excluding) the Closing Date, (ii) in the case of the Class A-2 A-3 Notes, [—]%, (iii) in 99.824295% of the case of aggregate principal amount thereof plus accrued interest at the Class A-3 NotesNote Rate from (and including) May 23, [—]%2002, [and] to (ivbut excluding) the Closing Date and (iii) in the case of the Class A-4 Notes, [—]99.742559% [and (v) in the case of the aggregate principal amount thereof plus accrued interest at the Class B NotesA-4 Note Rate from (and including) May 23, [—]%]2002, to (but excluding) the Closing Date. Each Class of [Offered] The Offered Notes will initially be represented by one or more three notes respectively representing $387,000,000, $457,000,000 and $264,000,000 aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "DTC Notes"). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of O'Melveny & Myers LLP, against payment to the Seller of the purchase price therefor for the Xxxxred Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, 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 10:00 a.m., Chicago New York time, on [ ]May 23, 20[ ] 2002, or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “"Closing Date”". The instruments interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) U.S. Bank Trust National Association in The City of New York 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 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 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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class [A-2] Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class [A-2] Notes set forth opposite the names of the Class [A-2] Underwriters in Schedule [I-A-2] hereto, (ii) the Class [A-3] Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [OfferedA-3] Notes set forth opposite the names of the Class [A-3] Underwriters in Schedule I [I-A-3] hereto and (iii) the Class [A-4] Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class [A-4] Notes set forth opposite the name names of such Underwriter, the Class [A-4] Underwriters in Schedule [I-A-4] hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 [A-2] Notes, [—__________]%% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 [A-3] Notes, [—__________]%, % of the aggregate principal amount thereof and (iii) in the case of the Class A-3 [A-4] Notes, [—__________]%, [and] (iv) in the case % of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]%]aggregate principal amount thereof. Each Class of [Offered] The Offered Notes will initially be represented by one or more four notes respectively representing $[___________], $[___________] and $[___________] [(the $[___________] and $[___________] notes equaling the aggregate principal amount of the Class [A-3] Notes)] and $[___________] aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of XxXxx Xxxxxx LLP, against payment to the Seller of the purchase price therefor for the Offered Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, 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 10:00 a.m., Chicago New York time, on [ [___________], 20[ ] or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives_____________] [Underwriters]) in The City of New York 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 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 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] 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] 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] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at [Representatives__] [Underwritersa.m.][p.m.]) at 9 a.m., Chicago New York 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] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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] 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, [—]99.87500%, (ii) in the case of the Class A-2 Notes, [—]99.82219%, (iii) in the case of the Class A-3 Notes, [—]99.78860%, [and] and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.76942%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]March 1, 20[ ] 2006 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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] 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, [—]99.87500%, (ii) in the case of the Class A-2 Notes, [—]99.82441%, (iii) in the case of the Class A-3 Notes, [—]99.78596%, [and] and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.76546%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]September 20, 20[ ] 2006 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class A-2 Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class A-2 Notes set forth opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3 Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [Offered] A-3 Notes set forth opposite the names of the Class A-3 Underwriters in Schedule I I-A-3 hereto and (iii) the Class A-4 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-4 Notes set forth opposite the name names of such Underwriter, the Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, [—]%99.875000% of the aggregate principal amount thereof plus accrued interest at the Class A-2 Note Rate from (and including) January 29, 2002, to (but excluding) the Closing Date, (ii) in the case of the Class A-2 A-3 Notes, [—]%, (iii) in 99.825000% of the case of aggregate principal amount thereof plus accrued interest at the Class A-3 NotesNote Rate from (and including) January 29, [—]%2002, [and] to (ivbut excluding) the Closing Date and (iii) in the case of the Class A-4 Notes, [—]99.723285% [and (v) in the case of the aggregate principal amount thereof plus accrued interest at the Class B NotesA-4 Note Rate from (and including) January 29, [—]%]2002, to (but excluding) the Closing Date. Each Class of [Offered] The Offered Notes will initially be represented by one or more three notes respectively representing $387,000,000, $429,000,000 and $234,932,000 aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "DTC Notes"). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of O'Melveny & Xxxxx LLP, against payment to the Seller of the purchase price therefor for the Offered Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, at the office of Xxxxxxxx & Xxxxx LLP10:00 am., 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 New York time, on [ ]January 29, 20[ ] 2002, or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “"Closing Date”". The instruments interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) U.S. Bank Trust National Association in The City of New York 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 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 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] 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, [—]99.88000%, (ii) in the case of the Class A-2 Notes, [—]99.73722%, (iii) in the case of the Class A-3 Notes, [—]99.62080%, [and] and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.51157%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 10 a.m., Chicago New York time, on [ ]November 12, 20[ ] 2009 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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] 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] 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] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York 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] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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] 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, [—]99.87500%, (ii) in the case of the Class A-2 Notes, [—]99.82748%, (iii) in the case of the Class A-3 Notes, [—]99.77483%, [and] and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.77000%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]February 21, 20[ ] 2007 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class A-2 Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class A-2 Notes set forth opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3 Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [Offered] A-3 Notes set forth opposite the names of the Class A-3 Underwriters in Schedule I I-A-3 hereto and (iii) the Class A-4 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-4 Notes set forth opposite the name names of such Underwriter, the Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, [—]%99.875% of the aggregate principal amount thereof plus accrued interest at the Class A-2 Note Rate from (and including) May 15, 2001, to (but excluding) the Closing Date, (ii) in the case of the Class A-2 A-3 Notes, [—]%, (iii) in 99.825% of the case of aggregate principal amount thereof plus accrued interest at the Class A-3 NotesNote Rate from (and including) May 15, [—]%2001, [and] to (ivbut excluding) the Closing Date and (iii) in the case of the Class A-4 Notes, [—]99.750% [and (v) in the case of the aggregate principal amount thereof plus accrued interest at the Class B NotesA-4 Note Rate from (and including) May 15, [—]%]2001, to (but excluding) the Closing Date. Each Class of [Offered] The Offered Notes will initially be represented by one or more three notes respectively representing $500,000,000, $360,000,000 and $175,000,000 aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "DTC Notes"). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of DTC, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, against payment to the Seller of the purchase price therefor for the Offered Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, at the office of Xxxxxxxx & Xxxxx LLP10:00 am., 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 New York time, on [ ]May 15, 20[ ] 2001, or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “"Closing Date”". The instruments certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the DepositorFirst Union Trust Company, World Omni and the [Representatives] [Underwriters]) National Association in The City of New York 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 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 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] 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, [—]99.85000%, (ii) in the case of the Class A-2 Notes, [—]99.81560%, (iii) in the case of the Class A-3 Notes, [—]%, [and] 99.76159% and (iv) in the case of the Class A-4 Notes, [—]% [and (v) 99.73259%. On the Closing Date, the Depositor will pay the Representatives a structuring fee in the case amount of the Class B Notes, [—]%]$937,500. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxx 00xx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]April 14, 20[ ] 2009 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 representativeProspectus.

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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class A-2 Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class A-2 Notes set forth opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3A Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [Offered] A-3A Notes set forth opposite the names of the Class A-3A Underwriters in Schedule I hereto I-A-3A hereto, (iii) the Class A-3B Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-3B Notes set forth opposite the name names of such Underwriterthe Class A-3B Underwriters in Schedule I-A-3B hereto and (iv) the Class A-4 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-4 Notes set forth opposite the names of the Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, [—]%99.867528% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 A-3A Notes, [—]%99.825000% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 A-3B Notes, [—]%, [and] 99.805460% of the aggregate principal amount thereof and (iv) in the case of the Class A-4 Notes, [—]99.747463% [and (v) in the case of the Class B Notes, [—]%]aggregate principal amount thereof. Each Class of [Offered] The Offered Notes will initially be represented by one or more four notes respectively representing $375,000,000, $364,000,000, $125,000,000 and $206,000,000 aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "DTC Notes"). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of O'Melveny & Xxxxx LLP, against payment to the Seller of the purchase price therefor for the Offered Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, 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 10:00 a.m., Chicago New York time, on [ ]March 27, 20[ ] 2003, or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “"Closing Date”". The instruments interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) U.S. Bank Trust National Association in The City of New York 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 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 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 Seller agrees to sell to each Underwriterthe several Underwriters, and (i) the Class A-2 Underwriters agree, severally and not jointly, and each Underwriterto purchase from the Seller, the respective principal amounts of Class A-2 Notes set forth opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto, (ii) the Class A-3 Underwriters agree, severally and not jointly, agrees to purchase from the Depositor Seller, the aggregate respective principal amount amounts of each Class of [Offered] A-3 Notes set forth opposite the names of the Class A-3 Underwriters in Schedule I I-A-3 hereto and (iii) the Class A-4 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-4 Notes set forth opposite the name names of such Underwriter, the Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to be purchased at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 A-2 Notes, [—]%99.875000% of the aggregate principal amount thereof, (ii) in the case of the Class A-2 Notes, [—]%, (iii) in the case of the Class A-3 Notes, [—]%, [and] 99.818664% of the aggregate principal amount thereof and (iviii) in the case of the Class A-4 Notes, [—]99.750000% [and (v) in the case of the Class B Notes, [—]%]aggregate principal amount thereof. Each Class of [Offered] The Offered Notes will initially be represented by one or more three notes respectively representing $320,000,000, $498,000,000 and $207,000,000 aggregate principal amount of Offered Notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company Company, New York, New York (“"DTC”") (the "DTC Notes"). The interests of beneficial owners of each Class of [Offered] the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments notes evidencing the [Offered] DTC Notes will be available only under the limited circumstances specified in the IndentureBasic Documents. The Depositor Seller will deliver the [Offered] DTC Notes to the [Representatives] [Underwriters] Representatives for the respective securities accounts of the UnderwritersUnderwriters at the office of O'Melveny & Xxxxx LLP, against payment to the Seller of the purchase price therefor for the Offered Notes by wire transfer in immediately available funds payable to the order of the Depositorfunds, 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 10:00 a.m., Chicago New York time, on [ ]October 31, 20[ ] 2002, or at such other time not later than five seven full business days thereafter, thereafter as the DepositorSeller, World Omni TMCC and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “"Closing Date”". The instruments interests of beneficial owners of the Offered Notes will be represented by book entries on the records of DTC and participating members thereof. The certificates evidencing the [Offered] DTC Notes will be made available for inspection checking and packaging at the above offices office of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) U.S. Bank Trust National Association in The City of New York 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 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 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] 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, [—]99.89000%, (ii) in the case of the Class A-2 A-2a Notes, [—]99.79187%, (iii) in the case of the Class A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, [—]%, [and] 99.73622% and (ivv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.64946%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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] [Underwriters]) at 9 a.m., Chicago time, on [ ]May 24, 20[ ] 2023 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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 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] 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, [—]99.84000%, (ii) in the case of the Class A-2 Notes, [—]99.74530%, (iii) in the case of the Class A-3 Notes, [—]%, [and] 99.68648% and (iv) in the case of the Class A-4 Notes, [—]% [and (v) in the case of the Class B Notes, [—]99.64759%]. Each Class of [Offered] 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] Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the [Offered] Offered Notes will be available only under the limited circumstances specified in the Indenture. The Depositor will deliver the [Offered] Offered Notes to the [Representatives] [Underwriters] 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, Citigroup Center, 000 Xxxxx XxXxxxxXxxxxxxxx Xxxxxx, XxxxxxxXxx Xxxx, Xxxxxxxx Xxx Xxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the [Representatives] [Underwriters]) at 9 a.m.10:00 A.M., Chicago New York time, on [ ]January 28, 20[ ] 2010 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the [Representatives] [Underwriters] Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the [Offered] 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] 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.