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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.860000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.814316% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2a Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.820000% of the principal amount thereof, the respective principal amount of the Class B A-2b Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.778113% 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. Delivery of and payment for the Notes shall bear interest be made at rates not to exceed 3.00% per annumthe office of Oxxxxx, to be agreed to by Hxxxxxxxxx & Sxxxxxxxx LLP, 400 Xxxxxx Xxxxxx, San Francisco, California 94105 on April 29, 2008 (the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver "Closing Date"). Delivery of the Notes to the Underwriters, shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.820% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.760% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.690% of the principal amount of the Class I-B Notes, at a purchase price of 99.810% 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 99.760% of the principal amount of the Class II-A-3 Notes, at a purchase price of 99.720% of the principal amount of the Class II-A-4 at a purchase price of 99.650% of the principal amount of the Class II-B Notes Notes, 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 name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the datesDepositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, and shall bear interest at a Division of McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $1,034,631. The Sponsor Depositor will deliver or cause the delivery of 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 Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on December 7, New York time on April 28, 20042006, or at such other time not later than seven full business days Business Days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [_______]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2-A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% 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, (e) at a purchase price of [_______]% 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 and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.85000%" as specified on Schedule III hereto for such class , (ii) in the case of Notes the Class A-2 Notes, 99.79987%, (iii) in the case of the Class A-3 Notes, 99.74981%, (iv) in the case of the Class A-4 Notes, 99.66705% and (v) in the principal amount case of each class of Notes set forth opposite the name of such Underwriter on Schedule II heretoClass B Notes, 99.47861%. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of 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 Basic DocumentsIndenture. 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 Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on November 9, 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of [____]% of the principal amount of the Class [I-A-1] Notes, at a purchase price of [____]% of the principal amount of the Class [I-A-2] Notes, at a purchase price of [____]% of the principal amount of the Class [I-B] Notes, at a purchase price of [____]% of the principal amount of the Class [II-A-1] Notes, at a purchase price of [____]% of the principal amount of the Class [II-A-2] Notes, and at a purchase price of [____]% of the principal amount of the Class [II-A-3] Notes, at a purchase price of [____]% of the principal amount of the Class [II-A-4] at a purchase price of [____]% of the principal amount of the Class [II-B] Notes Notes, at a purchase price of [____]% of the principal amount of the Class [II-C] Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the dates, Depositor agrees to cause [____] and shall bear interest at [____] to be paid an aggregate structuring fee in connection with the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $[____]. The Sponsor 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 Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [____], New York time on April 28, 2004[____], or at such other time not later than seven full business days Business Days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co.[____], the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [__________]% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [_______]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [__________]% 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, (d) at a purchase price of [__________]% 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 and (e) at a purchase price of [_________]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to shall be made at the Underwritersoffice of Sidley & Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on [__________] (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79345%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.72717%, (iv) in the case of the Class A-4 Notes, 99.64843% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58186%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (xr at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on March 14, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [ ]% of the principal amount thereof, the respective principal amount of each class of the Class [ ] Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [ ]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class [ ] Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [ ]% of the principal amount thereof, the respective principal amount of the Class B [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of [ ]% of the principal amount thereof, the respective principal amount of the Class [ ] Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall bear interest be made at rates not to exceed 3.00% per annumthe office of Sidley & Austin llp, to be agreed to by 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 on [ ], 20[ ] (the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver “Closing Date”). Delivery of the Notes to the Underwriters, shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.875002%" as specified on Schedule III hereto for such class , (ii) in the case of the Class A-2 Notes, 99.817250%, (iii) in the case of the Class A-3 Notes, 99.796170% and (iv) in the case of the Class A-4 Notes, 99.735530%. Each Class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Seller, at the office of Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representative) at 10:00 A.M., New York time, on July 19, 2000, or at such other time not later than five full business days thereafter, as the Seller, World Omni and the 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 Cadwalader, Xxxxxxxxxx & Xxxx (or at such other location agreed upon among the Seller, World Omni and the Representative) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to the several Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, Seller the respective principal amount amounts of each class of the Underwritten Notes set forth opposite the name names of such Underwriter on the Underwriters in Schedule II hereto I hereto. The Underwritten Notes are to be purchased at a purchase price equal to (i) in the product case of the "Price %" as specified on Schedule III hereto for such class Class A-2a Notes, 99.79326% of the aggregate principal amount thereof, (ii) in the case of the Class A-2b Notes, 99.80000% of the aggregate principal amount thereof, (iii) in the case of the Class A-3 Notes, 99.74459% of the aggregate principal amount thereof and (iv) in the case of the Class A-4 Notes, 99.69165% of the aggregate principal amount thereof. The Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4 Notes will initially be represented by four notes respectively representing $120,000,000, $280,000,000, $360,000,000 and $103,750,000 aggregate principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York (“DTC”) (the “DTC Notes”). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of Xxxxxx, Xxxxx & Xxxxxxx LLP, against payment to the Seller of the purchase price for the Underwritten Notes by wire transfer in immediately available funds, on the Closing Date. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive The certificates evidencing the DTC Notes will be made available only under for checking and packaging at the limited circumstances specified office of Deutsche Bank Trust Company Americas in The City of New York at least 24 hours prior to the Basic DocumentsClosing Date.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79021%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.72814%, (iv) in the case of the Class A-4 Notes, 99.64420% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.59537%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on July 21, 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 Kxxxxxxx & 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.90000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.81335%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annumA-3 Notes, to be agreed to by 99.72721%, (iv) in the Sponsor and Citigroup Global Markets Inc.; and case of the Class A-4 Notes, 99.72471%, (cv) in the case of the Class B Notes shall bear interest at rates not to exceed 3.00% per annumNotes, to be agreed to by 99.63756%, and (vi) in the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment case of the purchase price to or upon the order Class C Notes, 99.59851%. Each Class of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to will initially be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 a.m. (EST), on February 16, 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 Kxxxxxxx & 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79928%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73203%, (v) in the case of the Class A-4 Notes, 99.64241% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.57643%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on September 19, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.82935% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2-A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.83500% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes shall bear interest set forth opposite the name of such Underwriter in Schedule I hereto, (d) at rates not to exceed 3.00a purchase price of 99.75993% per annumof the principal amount thereof, to be agreed to by the Sponsor respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and X.X. Xxxxxx Securities Inc. The Sponsor will deliver (e) at a purchase price of 99.72313% 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 Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the respective principal amount amounts of each class of the Class A-1 Notes set forth opposite the name names of such Underwriter on the Underwriters in Schedule II I hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [ ]% of Notes and the principal amount thereof and the respective principal amounts of each class of the Class A-2 Notes set forth opposite the name names of such Underwriter on the Underwriters in Schedule II heretoI hereto at a purchase price of [ ]% of the principal amount thereof. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Seller by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock Xxxxx & Stroock & Xxxx llp, Xxx Xxxxx LLP, 000 Xxxxxx XxxxXxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m., New York time time, on April 28[ ], 20041996, or at such other time not later than seven full business days thereafter as the Underwriters Representative and the Sponsor agree in writingSeller determine, such time being herein referred to as the "Closing Date." ". The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [_______]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [_______]% 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, (d) at a purchase price of [_______]% 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 and (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto.. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to shall be made at the Underwriters, office of [_____________]. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.83500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on is Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.83424% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.82489% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.82589% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [●]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [●]% 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, (e) at a purchase price of [●]% of the principal amount thereof [and (f) at a purchase price of [●]% of the principal amount thereof], the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [●], New York time on April 2820[__], 2004, or at such other time not later than seven full business days thereafter as (the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79257%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.72403%, (v) in the case of the Class A-4 Notes, 99.64997% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.58036%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 18, 2013 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79341%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.73172%, (iv) in the case of the Class A-4 Notes, 99.65367% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58941%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the 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 Underwriters) at 9 a.m., Chicago time, on October 14, 2020 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Banc of America Securities LLC; (b) b)the Class A-4 Notes, the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets J.P. Morgan Securities Inc.; and (c) the Class B A-7 Notes shall bear interest at xxxxxxxx xx rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Citigroup Global Markets Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx Lavan LLP, 000 Xxxxxx Xxxx180 Maiden Lane, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time on April 2810038, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.at

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79160%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.71988%, (v) in the case of the Class A-4 Notes, 99.65562% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.59704%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on July 29, 2015 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.81641% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.82500% of the principal amount thereof, the respective principal amount of the Class B A-2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of 99.75548% 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 (e) at a purchase price of 99.73071% 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.830% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.750% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.700% of the 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, at a purchase price of 99.730% of the principal amount of the Class II-A-4 at a purchase price of 99.625% of the principal amount of the Class II-B Notes Notes, 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 name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the datesDepositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, and shall bear interest at a Division of McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $962,276. The Sponsor 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 Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on November 17, New York time on April 28, 20042005, or at such other time not later than seven full business days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to each of the Underwriters, and the Underwriters agree, severally and not jointly, and each of the Underwriters, severally and not jointly agrees, to purchase from the Trust, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto at a purchase price equal to the product of the "Price %" “Proceeds to the Seller” as specified on Schedule III II hereto for such class of Notes and the respective principal amount of each class of Notes set forth opposite the name of such each Underwriter on Schedule II I hereto, plus accrued interest from June 16, 2005. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Seller will deliver the Notes to the UnderwritersRepresentative for the account of each Underwriter, against payment of the purchase price to or upon the order of the Sponsor Seller by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx XxxxXxx Xxxxxxx Xxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28June 16, 20042005, or at such other time not later than seven full business days thereafter as the Underwriters Representative and the Sponsor Seller agree in writing, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.87500%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.82342%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.77872%, (iv) in the case of the Class A-4 Notes, 99.74665% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.65550%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The 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 Seller, at the office of Xxxxxxxx & Xxxxx LLP, Citigroup Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representatives) at 10:00 A.M., New York time, on July 8, 2004, or at such other time not later than five full business days thereafter, as the Seller, 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 Seller, World Omni and the Representatives) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.875%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.821%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.789%, (iv) in the case of the Class A-4 Notes, 99.752% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.561%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Seller, at the office of Xxxxxxxx & Xxxxx, Citigroup Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representative) at 10:00 A.M., New York time, on December 13, 2001, or at such other time not later than five full business days thereafter, as the Seller, World Omni and the 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 (or at such other location agreed upon among the Seller, World Omni and the Representative) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79727%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.72615%, (iv) in the case of the Class A-4 Notes, 99.65424% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58490%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on April 13, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.81942% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.73627% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.68734% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [●]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [●]% 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, (d) at a purchase price of [●]% 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 [and (e) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto]. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [●], New York time on April 28202[_], 2004, or at such other time not later than seven full business days thereafter as (the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class [●]% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [●]% 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, (e) at a purchase price of [●]% 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 [and (f) at a purchase price of [●]% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto]. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.on [●], New York time on April 28202[_], 2004, or at such other time not later than seven full business days thereafter as (the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "“Closing Date." ”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.875000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.821267%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.794212%, (iv) in the case of the Class A-4 Notes, 99.736279% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.635000%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Seller, at the office of Xxxxxxxx & Xxxxx, Citigroup Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representative) at 10:00 A.M., New York time, on February 13, 2001, or at such other time not later than five full business days thereafter, as the Seller, World Omni and the 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 (or at such other location agreed upon among the Seller, World Omni and the Representative) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.90000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.79195% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.74448% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.69052% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Transferor agrees to cause the Trust to sell to the Underwriters, Underwriter and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Trust, Transferor the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product 99.675% of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II heretobalance thereof. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of 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 Basic DocumentsIndenture. The Transferor will deliver the Notes to the Underwriter, against payment of the purchase price therefor in immediately available funds payable to the order of the Transferor, at the office of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (or at such other location as agreed upon among World Omni and the Underwriter) at 10:00 A.M., New York time, on March 6, 2001, or at such other time not later than five full business days thereafter, as World Omni and the Underwriter 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 (or at such other location agreed upon among World Omni and the Underwriter) at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), World Omni, the Transferor and the Underwriter have agreed that the Closing Date will be not less than six business days following the date hereof.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.83500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on is Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.82589% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.82993% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.82187% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.78% of the principal amount of the Class A-1 Notes and at a purchase price of 99.675% of the principal amount of the Class A-2 Notes, the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class I hereto. In addition, the Seller agrees to cause the Underwriters to be paid an aggregate structuring fee in connection with the structuring of the Notes and the principal amount Certificates of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto$864,587. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Seller by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx LLPLavax XXX, 000 180 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.xx February 9, New York time on April 28, 20041999, or at such other time not later than seven full business days thereafter as the Underwriters Representative and the Sponsor agree in writingSeller determine, such time being herein referred to as the "Closing Date." ". The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.87500%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.82010%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.78056%, (iv) in the case of the Class A-4 Notes, 99.73012% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.66662%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The 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 Seller, at the office of Xxxxxxxx & Xxxxx LLP, Citigroup Center, 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representatives) at 10:00 A.M., New York time, on December 2, 2003, or at such other time not later than five full business days thereafter, as the Seller, 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 Seller, World Omni and the Representatives) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79751%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.72746%, (v) in the case of the Class A-4 Notes, 99.65589% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.57604%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on July 20, 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 Kxxxxxxx & 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79515%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.73067%, (iv) in the case of the Class A-4 Notes, 99.65406% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58097%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on February 12, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.90000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.84770% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.76513% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.66719% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx Xxxx700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.85000% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.73314% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.69075% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.61153% of the principal amount thereof, 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 Notes shall bear interest be made at rates not to exceed 3.00% per annumthe office of Sidley & Austin LLP, to be agreed to by 500 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 on April 21, 2010 (the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver “Closing Date”). Delivery of the Notes to the Underwriters, shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.90000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.81125%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.72476%, (iv) in the case of the Class A-4 Notes, 99.71372% per annumand, to be agreed to by (v) in the Sponsor and Citigroup Global Markets Inc.; and (c) case of the Class B Notes, 99.60321%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 a.m., New York time, on February 7, 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 Kxxxxxxx & 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.78839%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73156%, (v) in the case of the Class A-4 Notes, 99.63778% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.57576%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on April 17, 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 Kxxxxxxx & 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 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. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Bank agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust: the Class A-1 Notes, at a purchase price of _____% of the principal amount of the Class A-1 Notes; the Class A-2 Notes, at a purchase price of _____% of the principal amount of the Class A-2 Notes; the Class A-3 Notes, at a purchase price of ___% of the principal amount of the Class A-3 Notes; the Class A-4 Notes, at a purchase price of ____% of the principal amount of the Class A-4 Notes; the Class A-5 Notes, at a purchase price of ___% of the principal amount of Class A-5 Notes; the Class A-6 Notes, at a purchase price of ___% of the principal amount of the Class A-6 Notes; the Class A-7 Notes, at a purchase price of ___% of the principal amount of the Class A-7 Notes; the Class A-8 Notes, at a purchase price of ___% of the principal amount of the Class A-8 Notes; the Class A-9 Notes, at a purchase price of ___% of the principal amount of the Class A-9 Notes; and the Class B Notes at a purchase price of _____% of the principal amount of the Class B Notes, the respective principal amounts of each class Class of Notes set forth opposite the name names of such Underwriter on the Underwriters in Schedule II hereto at I hereto. In addition, the Bank agrees to pay Smitx Xxxxxx Xxx. a purchase price structuring fee equal to the product 5% of the "Price %" as specified on Schedule III hereto for such class of Notes and the initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing DateNotes." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.85000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79586%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.74946%, (iv) in the case of the Class A-4 Notes, 99.65505% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.56338%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. 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 Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on October 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79599%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.72772%, (iv) in the case of the Class A-4 Notes, 99.64773% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58232%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on March 13, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to the several Underwriters, and (i) the Class A-1 Underwriters agree, severally and not jointly, to purchase from the TrustSeller, the respective principal amount amounts of each class of Class A-1 Notes set forth opposite the name names of such Underwriter on the Class A-1 Underwriters in Schedule II I-A-1 hereto, (ii) the Class A-2 Underwriters agree, severally and not jointly, to 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, (iii) the Class A-3 Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class A-3 Notes set forth opposite the names of the Class A-3 Underwriters in Schedule I-A-3 hereto, (iv) the Class B Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class B Notes set forth opposite the names of the Class B Underwriters in Schedule I-B hereto and (v) the Class C Underwriters agree, severally and not jointly, to purchase from the Seller, the respective principal amounts of Class C Notes set forth opposite the names of the Class C Underwriters in Schedule I-C hereto. The Notes are to be purchased at a purchase price equal to (i) in the product case of the "Price %" as specified on Schedule III hereto for such class Class A-1 Notes, 99.875% of the aggregate principal amount thereof plus accrued interest at the Class A-1 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (ii) in the case of the Class A-2 Notes, 99.779209% of the aggregate principal amount thereof plus accrued interest at the Class A-2 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (iii) in the case of the Class A-3 Notes, 99.751047% of the aggregate principal amount thereof plus accrued interest at the Class A-3 Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, (iv) in the case of the Class B Notes, 99.599668% of the aggregate principal amount thereof plus accrued interest at the Class B Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date, and (v) in the case of the Class C Notes, 99.520595% of the aggregate principal amount thereof plus accrued interest at the Class C Note Rate from (and including) July 22, 1999, to (but excluding) the Closing Date. The Class A Notes will initially be represented by three Notes respectively representing $303,000,000, $284,000,000 and the $334,093,000 aggregate principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more A Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company, New York, New York ("DTC") (the "Class A DTC Notes"). The Class B Notes will initially be represented by one Certificate representing $26,454,000 aggregate principal amount of Class B Notes registered in the name of Cede & Co., the nominee of DTC (the "Class B DTC Notes"). The Class C Notes will initially be represented by one Certificate representing $14,429,000 aggregate principal amount of Class C Notes registered in the name of Cede & Co., the nominee of DTC (the "Class C DTC Notes", and together with the Class A DTC Notes and the Class B DTC Notes, the "DTC Notes"). The interests of beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes evidencing the DTC Notes will be available only under the limited circumstances specified in the Basic Documents. The Seller will deliver the DTC Notes to the Representatives for the respective securities accounts of the Underwriters at the office of DTC, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, against payment to the Seller of the purchase price for the Notes by wire transfer in immediately available funds, at 10:00 am., New York time, on July 22, 1999, or at such other time not later than seven full business days thereafter as the Seller, TMCC and the Representatives determine, such time being herein referred to as the "Closing Date". The certificates evidencing the DTC Notes will be made available for checking and packaging at the office of US Bank National Association in The City of New York at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of _______% of the principal amount thereof, the respective principal amount of each class of the Class A‑1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class _______% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A‑2[A] Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) [at a purchase price of _______% of the principal amount thereof, the respective principal amount of the Class A‑2B Notes set forth opposite the name of such Underwriter in Schedule I hereto,] (d) at a purchase price of _______% 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, (e) at a purchase price of _______% 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 [and (f) at a purchase price of _______% of the principal amount thereof, the respective principal amount of the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by set forth opposite the Sponsor name of such Underwriter in Schedule I hereto]. Delivery of and X.X. Xxxxxx Securities Inc. The Sponsor will deliver payment for the Notes to shall be made at the Underwritersoffice of ______________________, ______________________, on __________ __, 20__, (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.800% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.675% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.600% of the 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 and at a purchase price of 99.675% of the principal amount of the Class II-A-2 Notes the respective principal amounts of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product names of the "Price %" as specified on Underwriters in Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto. The Notes shall mature on In addition, the dates, and shall bear interest at Depositor agrees to cause the respective rates, described Underwriters to be paid an aggregate structuring fee in connection with the Prospectus Supplement. For the periods from the Closing Date through the ends structuring of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. of $800,000. The Sponsor Depositor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Sponsor Depositor or its designee by wire transfer or check in federal Federal (same day) fundsFunds, at the office of Stroock & Stroock & Xxxxx Lavan LLP, 000 Xxxxxx Xxxx180 Maiden Lane, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m.New York, New York time 10038, on April 28September 00, 20042001, or at such other time not later than seven xx xx xxxx xxxxx xxxx xxx xxxxx xxxx xxxxn full business days thereafter as the Underwriters Representative and the Sponsor agree in writingDepositor determine, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes of each class registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.82608% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.83500% of the principal amount thereof, the respective principal amount of the Class B A-2B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of 99.76621% 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 (e) at a purchase price of 99.72634% 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Seller agrees to cause the Trust to sell to each of the Underwriters, and the Underwriters agree, severally and not jointly, and each of the Underwriters, severally and not jointly agrees, to purchase from the Trust, the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II I hereto at a purchase price equal to the product of the "Price %" “Proceeds to the Seller” as specified on Schedule III II hereto for such class of Notes and the respective principal amount of each class of Notes set forth opposite the name of such each Underwriter on Schedule II I hereto, plus accrued interest from March 11, 2004. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor Seller will deliver the Notes to the UnderwritersRepresentative for the account of each Underwriter, against payment of the purchase price to or upon the order of the Sponsor Seller by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx XxXxx Xxxxxx LLP, 000 Xxxxxx Xxxx0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28March 11, 2004, or at such other time not later than seven full business days thereafter as the Underwriters Representative and the Sponsor Seller agree in writing, such time being herein referred to as the "“Closing Date." ” The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.

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 Sponsor Transferor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Transferor the aggregate principal amount of each class of the Notes set forth in Schedule I opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product 99.75% of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II heretobalance thereof. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of 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 Basic DocumentsIndenture. The Transferor will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Transferor, at the office of Xxxxxxxx & Xxxxx, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 (or at such other location as agreed upon among World Omni and the Representative) at 10:00 A.M., New York time, on March 6, 2001, or at such other time not later than five full business days thereafter, as World Omni and the 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 (or at such other location agreed upon among World Omni and the Representative) at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), World Omni, the Transferor and the Underwriters have agreed that the Closing Date will be not less than nine business days following the date hereof.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.85000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.78386%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.73469%, (iv) in the case of the Class A-4 Notes, 99.66380% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58768%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. 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 Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on May 29, 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.90000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.81400%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.73640%, (iv) in the case of the Class A-4 Notes, 99.70284% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58653%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. 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 Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on October 30, 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79494%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.73316%, (v) in the case of the Class A-4 Notes, 99.64510% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.59919%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at 9 a.m., Chicago time, on September 17, 2014 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Kxxxxxxx & Exxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.82836% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2-A Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.83100% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes shall bear interest set forth opposite the name of such Underwriter in Schedule I hereto, (d) at rates not to exceed 3.00a purchase price of 99.75927% per annumof the principal amount thereof, to be agreed to by the Sponsor respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and X.X. Xxxxxx Securities Inc. The Sponsor will deliver (e) at a purchase price of 99.71513% 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 Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, shall be made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx Xxxx700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.87000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.78408%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.71570%, (iv) in the case of the Class A-4 Notes, 99.64376% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58374%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. 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 Sponsor Seller agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Seller the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 100.000000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.991552%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.998398%, (iv) in the case of the Class A-4 Notes, 99.993485% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.986024%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Seller, at the office of Xxxxxxxx & Xxxxx, Citigroup Center, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location as agreed upon among the Seller, World Omni and the Representative) at 10:00 A.M., New York time, on March 11, 2003, or at such other time not later than five full business days thereafter, as the Seller, World Omni and the 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 (or at such other location agreed upon among the Seller, World Omni and the Representative) at least 24 hours prior to the Closing Date. The Seller, 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 Seller) 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.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.79123%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.73643%, (iv) in the case of the Class A-4 Notes, 99.65801% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.58336%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on March 15, 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 Kxxxxxxx & 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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.87000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by 99.81210%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, 99.74299%, (iv) in the case of the Class A-4 Notes, 99.63650% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cv) in the case of the Class B Notes, 99.59215%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the 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 Underwriters) at 9 a.m., Chicago time, on May 5, 2011 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Underwriters determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Notes will be made available for inspection at the above offices of Xxxxxxxx & Xxxxx LLP (or at such other location agreed upon among the Depositor, World Omni and the Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.

Purchase, Sale and Delivery of the Notes. On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described (i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, 99.89000%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2a Notes, to be agreed to by 99.79210%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-2b Notes, 99.80000%, (iv) in the case of the Class A-3 Notes, 99.72367%, (v) in the case of the Class A-4 Notes, 99.65233% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (cvi) in the case of the Class B Notes, 99.58574%. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kxxxxxxx & Exxxx LLP, 300 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 9 a.m., Chicago time, on August 21, 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 Kxxxxxxx & 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 the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor Depositor agrees to cause the Trust to sell to the Underwriterseach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the TrustDepositor, (a) at a purchase price of 99.93500% of the principal amount thereof, the respective principal amount of each class of the Class A-1 Notes set forth opposite the name of such Underwriter on in Schedule II hereto I hereto, (b) at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class 99.83201% of Notes and the principal amount thereof, the respective principal amount of each class of the Class A-2 Notes set forth opposite the name of such Underwriter on in Schedule II I hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; and (c) at a purchase price of 99.77968% of the principal amount thereof, the respective principal amount of the Class B A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (d) at a purchase price of 99.72105% of the principal amount thereof, 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 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, made at the office of Stroock Sidley & Stroock & Xxxxx Austin LLP, 000 Xxxxxx XxxxXxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as . Delivery of the Underwriters and Notes shall be made against payment of the Sponsor agree purchase price in writing, such time being herein referred immediately available funds drawn to as the "Closing Date." order of the Depositor. The Notes to be so delivered will be initially represented 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 Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified set forth in the Basic DocumentsIndenture.

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 Sponsor Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agreeeach Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, Depositor the aggregate principal amount of each class Class of Notes set forth in Schedule I hereto opposite the name of such Underwriter on Schedule II hereto Underwriter, at a purchase price equal to the product following percentages of the "Price %" as specified on Schedule III hereto for such class of Notes and the aggregate initial principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the datesbalances thereof, and shall bear interest at the respective rates, described [(i) in the Prospectus Supplement. For the periods from the Closing Date through the ends case of the respective Initial Auction PeriodsClass A-1 Notes, [___]%, (aii) in the case of the Class A-5 Notes shall bear interest at rates not to exceed 3.00% per annumA-2 Notes, to be agreed to by [___]%, (iii) in the Sponsor and UBS Securities LLC; (b) case of the Class A-6 Notes shall bear interest at rates not to exceed 3.00A-3 Notes, [___]%, [and] (iv) in the case of the Class A-4 Notes, [___]% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc.; [and (cv) in the case of the Class B Notes, [___]%]]. Each Class of Notes shall bear interest at rates not to exceed 3.00% per annum, to will initially be agreed to by the Sponsor and X.X. Xxxxxx Securities Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time on April 28, 2004, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the 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 Basic DocumentsIndenture. The Depositor will deliver the Notes to the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other location as agreed upon among the Depositor, World Omni and the Underwriters) at [___] 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 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 Underwriters) at least 24 hours prior to the Closing Date. The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus to such investor or representative.