Common use of Conditions of the Obligations of the Underwriter Clause in Contracts

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) On (i) the date of this Agreement, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated the date of delivery thereof (which, if the Effective Time is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Underwriter has previously agreed and otherwise in form and in substance satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (b) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni or the Underwriter, shall be contemplated by the Commission. (c) The Underwriter shall have received certificates of the President, any Vice President or the Treasurer or any Assistant Treasurer of (i) the Transferor and (ii) World Omni, each dated the Closing Date, in which such officer shall state that (1) the representations and warranties of the Transferor and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, (2) to the best knowledge of such officer after reasonable investigation, the Transferor or World Omni, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transferor or World Omni, as the case may be, except as set forth in or contemplated by the Prospectus. (d) The Underwriter shall have received: (i) The favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Transferor and World Omni, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2) Assuming the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified in the Indenture and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni of their respective obligations hereunder and to the following additional conditions precedent: (a) On (i) the date of this Agreement, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated the date of delivery thereof (which, if the Effective Time is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- post-effective amendment to the registration statement to be filed shortly prior to the Effective Time), of Arthur Andersen LLP ("Arthu▇ ▇▇▇▇r▇▇▇") ▇▇nfirmin▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and Regulations, substantially in the form of the draft or drafts to which the Underwriter has previously agreed and otherwise in form and in substance satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from Arthur Andersen, updating e▇▇▇ ▇▇t▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered vered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (b) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni or the Underwriter, shall be contemplated by the Commission. (c) The Underwriter shall have received certificates of the President, any Vice President or the Treasurer or any Assistant Treasurer of (i) the Transferor and (ii) World Omni, each dated the Closing Date, in which such officer shall state that (1) the representations and warranties of the Transferor and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, (2) to the best knowledge of such officer after reasonable investigation, the Transferor or World Omni, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission and (3) subsequent to the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transferor or World Omni, as the case may be, except as set forth in or contemplated by the Prospectus. (d) The Underwriter shall have received: (i) The favorable opinion of ▇▇Kirkland & Ellis, special c▇▇▇▇▇▇ & ▇o t▇▇ ▇▇▇▇▇, special counsel to the Transferor ansferor and World Omni, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2) Assuming the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified in the Indenture and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The AccountsRisk Factors", "The Notes" and ", "The Trust", "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA ConsiderationsRisk Factors", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Receivables--Certain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" ", and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni Verizon Wireless of their respective its obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) or before the date Closing Date, each of this Agreementthe Transaction Documents shall have been duly authorized, executed and delivered by the Underwriterparties thereto, World Omnishall be in full force and effect and no default shall exist thereunder, the Issuer and the Transferor Owner Trustee and the Indenture Trustee shall have received a letter fully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee. The Transaction Documents and the Underwritten Notes shall be substantially in the forms heretofore provided to the Underwriter. (b) On or before the Closing Date, the Underwriter shall have received letters, dated as of the date of delivery thereof (whichthe Preliminary Prospectus and Prospectus, if the Effective Time is prior respectively, of a nationally recognized independent accounting firm acceptable to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriter, substantially in the form of the draft or drafts to which the Underwriter has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (bc) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution The Prospectus and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni Verizon Wireless or the Underwriter, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (cd) Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus there shall not have been any material adverse change in the business, business prospects, properties, financial condition, or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter prior to the date hereof. (e) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter of in-house counsel to the Depositor and Verizon Wireless, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (f) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to by the Underwriter and counsel to the Underwriter) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust dated the Original Closing Date, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and the impact of Current Upgrade Offers and (vi) certain security interest matters. (g) The Underwriter shall have received an opinion or opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate and enforceability law matters solely with respect to this Agreement and (ii) certain United States federal income tax matters. (h) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Trust, the Depositor and Verizon Wireless, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (i) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (j) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (k) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (l) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel to the Depositor, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (m) [Reserved]. (n) [Reserved]. (o) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriter, addressed to the Underwriter. (p) [Reserved]. (q) The Underwriter shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President or President, the Controller, the Treasurer or any Assistant Treasurer of (i) the Transferor Depositor and (ii) World Omni, each dated the Closing Date, Verizon Wireless in which such officer shall state that that: (1A) the representations and warranties made by or on behalf of such entity contained in the Transferor Transaction Documents and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, in all material respects (2) except to the best knowledge of extent any such officer after reasonable investigationrepresentation or warranty is already qualified by materiality, the Transferor in which case such representation or World Omniwarranty is true and correct in all respects), as the case may be, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at under such agreements on or prior before the Closing Date in all material respects (except to the Closing Dateextent any such agreement or condition is already qualified by materiality, no stop order suspending the effectiveness of the Registration Statement in which case such agreement or condition has been issued and no proceedings for that purpose have been instituted complied with or are contemplated by the Commission and satisfied, as applicable, in all respects), (3B) subsequent to since the date of this Agreement, Agreement there has been no not occurred any material adverse change in the conditionbusiness, business prospects, properties, financial condition or otherwise, or in the earnings, business affairs or business prospects results of operations of the Transferor Trust, the Depositor or World OmniVerizon Wireless, as the case may be, except other than as set forth in or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Underwritten Notes, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Underwritten Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain U.S. Federal Income Tax Consequences.” (r) The Underwriter shall have received evidence reasonably satisfactory to the Underwriter and counsel to the Underwriter that, on or before the Closing Date, UCC-1 financing statements, have been filed in all applicable governmental offices reflecting (A) the transfer of the interest of the Originators in the related Receivables, and the proceeds thereof to the Depositor pursuant to the Originator Receivables Transfer Agreement, (B) the transfer of the interest of the Additional Transferor in the related Receivables and the proceeds thereof to the Depositor pursuant to the Additional Transferor Receivables Transfer Agreement, (C) the transfer of the interest of the Depositor in the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Receivables and the proceeds thereof to the Trust pursuant to the Transfer and Servicing Agreement, (D) the grant by the ProspectusTrust to the Master Collateral Agent under the Master Collateral Agreement of a security interest in the interest of the Trust in the Transfer and Servicing Agreement, the Receivables and the proceeds thereof and (E) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the Series 2023-1 Collateral. (ds) The Class A Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aaa (sf) by ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) and at least AAA sf by Fitch Ratings, Inc. (“Fitch”). The Class B Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aa1 (sf) by ▇▇▇▇▇’▇ and at least AA+ sf by Fitch. The Class C Notes shall not have been downgraded from their rating in effect as of the date hereof of at least A1 (sf) by ▇▇▇▇▇’▇ and at least A+ sf by Fitch. (t) The Underwriter shall have received: , from each of Verizon Wireless and the Depositor, a certificate executed by a secretary or assistant secretary thereof (or the equivalent) to which shall be attached certified copies of the: (i) formation and governing documents, (ii) applicable resolutions and (iii) designation of incumbency of each such entity. The favorable opinion Underwriter shall have received, from the Trust, a certified copy of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel the certificate of formation and an executed copy of the trust agreement evidencing formation of the trust. (u) The Underwriter shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date) with respect to the Transferor and World OmniPermitted Liens affecting the Receivables from all applicable creditors of Verizon Wireless, dated the Closing Date and satisfactory in form and substance satisfactory to the Underwriter and counsel for to the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2v) Assuming All representations and warranties made by or on behalf of Verizon Wireless and the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified Depositor in the Indenture Transaction Documents to which each is a party are true and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respectsrespects as of the Closing Date. (w) The Underwriter shall have received a certificate, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which such officer shall state that the information contained in the Form T-1 for the Indenture Trustee is true and accurate as of its filing with the Commission. Verizon Wireless will provide or cause to be provided to the Underwriter conformed copies of such opinions, certificates, letters and documents as the Underwriter or counsel to the Underwriter reasonably request.

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni Verizon Wireless of their respective its obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) or before the date Closing Date, each of this Agreementthe Transaction Documents shall have been duly authorized, executed and delivered by the Underwriterparties thereto, World Omnishall be in full force and effect and no default shall exist thereunder, the Issuer and the Transferor Owner Trustee and the Indenture Trustee shall have received a letter fully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee. The Transaction Documents and the Underwritten Notes shall be substantially in the forms heretofore provided to the Underwriter. (b) On or before the Closing Date, the Underwriter shall have received letters, dated as of the date of delivery thereof (whichthe Preliminary Prospectus and Prospectus, if the Effective Time is prior respectively, of a nationally recognized independent accounting firm acceptable to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriter, substantially in the form of the draft or drafts to which the Underwriter has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (bc) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution The Prospectus and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni Verizon Wireless or the Underwriter, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (cd) Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus there shall not have been any material adverse change in the business, business prospects, properties, financial condition, or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter prior to the date hereof. (e) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter of in-house counsel to the Depositor and Verizon Wireless, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (f) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to by the Underwriter and counsel to the Underwriter) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust dated the Original Closing Date, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and the impact of Current Upgrade Offers and (vi) certain security interest matters. (g) The Underwriter shall have received an opinion or opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate and enforceability law matters solely with respect to this Agreement and (ii) certain United States federal income tax matters. (h) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Trust, the Depositor and Verizon Wireless, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (i) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (j) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (k) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (l) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel to the Depositor, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (m) [Reserved]. (n) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Asset Representations Reviewer, dated the Closing Date, and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (o) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriter, addressed to the Underwriter. (p) [Reserved]. (q) The Underwriter shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President or President, the Controller, the Treasurer or any Assistant Treasurer of (i) the Transferor Depositor and (ii) World Omni, each dated the Closing Date, Verizon Wireless in which such officer shall state that that: (1A) the representations and warranties made by or on behalf of such entity contained in the Transferor Transaction Documents and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, in all material respects (2) except to the best knowledge of extent any such officer after reasonable investigationrepresentation or warranty is already qualified by materiality, the Transferor in which case such representation or World Omniwarranty is true and correct in all respects), as the case may be, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at under such agreements on or prior before the Closing Date in all material respects (except to the Closing Dateextent any such agreement or condition is already qualified by materiality, no stop order suspending the effectiveness of the Registration Statement in which case such agreement or condition has been issued and no proceedings for that purpose have been instituted complied with or are contemplated by the Commission and satisfied, as applicable, in all respects), (3B) subsequent to since the date of this Agreement, Agreement there has been no not occurred any material adverse change in the conditionbusiness, business prospects, properties, financial condition or otherwise, or in the earnings, business affairs or business prospects results of operations of the Transferor Trust, the Depositor or World OmniVerizon Wireless, as the case may be, except other than as set forth in or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Underwritten Notes, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Underwritten Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain U.S. Federal Income Tax Consequences.” (r) The Underwriter shall have received evidence reasonably satisfactory to the Underwriter and counsel to the Underwriter that, on or before the Closing Date, UCC-1 financing statements, have been filed in all applicable governmental offices reflecting (A) the transfer of the interest of the Originators in the related Receivables, and the proceeds thereof to the Depositor pursuant to the Originator Receivables Transfer Agreement, (B) the transfer of the interest of the Additional Transferor in the related Receivables and the proceeds thereof to the Depositor pursuant to the Additional Transferor Receivables Transfer Agreement, (C) the transfer of the interest of the Depositor in the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Receivables and the proceeds thereof to the Trust pursuant to the Transfer and Servicing Agreement, (D) the grant by the ProspectusTrust to the Master Collateral Agent under the Master Collateral Agreement of a security interest in the interest of the Trust in the Transfer and Servicing Agreement, the Receivables and the proceeds thereof and (E) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the Series 2023-4 Collateral. (ds) The Class A-1a Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aaa (sf) by ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) and at least AAA (sf) by S&P Global Ratings (“S&P”). The Class A-1b Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aaa (sf) by ▇▇▇▇▇’▇ and at least AAA (sf) by S&P. The Class B Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aa1 (sf) by ▇▇▇▇▇’▇ and at least AA- (sf) by S&P. The Class C Notes shall not have been downgraded from their rating in effect as of the date hereof of at least A1 (sf) by ▇▇▇▇▇’▇ and at least A (sf) by S&P. (t) The Underwriter shall have received: , from each of Verizon Wireless and the Depositor, a certificate executed by a secretary or assistant secretary thereof (or the equivalent) to which shall be attached certified copies of the: (i) formation and governing documents, (ii) applicable resolutions and (iii) designation of incumbency of each such entity. The favorable opinion Underwriter shall have received, from the Trust, a certified copy of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel the certificate of formation and an executed copy of the trust agreement evidencing formation of the trust. (u) The Underwriter shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date) with respect to the Transferor and World OmniPermitted Liens affecting the Receivables from all applicable creditors of Verizon Wireless, dated the Closing Date and satisfactory in form and substance satisfactory to the Underwriter and counsel for to the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2v) Assuming All representations and warranties made by or on behalf of Verizon Wireless and the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified Depositor in the Indenture Transaction Documents to which each is a party are true and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respectsrespects as of the Closing Date. (w) The Underwriter shall have received a certificate, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which such officer shall state that the information contained in the Form T-1 for the Indenture Trustee is true and accurate as of its filing with the Commission. Verizon Wireless will provide or cause to be provided to the Underwriter conformed copies of such opinions, certificates, letters and documents as the Underwriter or counsel to the Underwriter reasonably request.

Conditions of the Obligations of the Underwriter. The obligation obligations of the ------------------------------------------------ Underwriter to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereofhereto, to the performance by the Transferor Seller and World Omni UACC of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) the date Closing Date, each of this Agreementthe Transaction Documents, the Underwriter, World Omni, the Issuer Notes and the Transferor Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a letter or lettersfully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Underwriter. (b) The Underwriter shall have received a letter, dated the date hereof, of delivery thereof (whichDeloitte & Touche LLP, if confirming that such accountants are independent public accountants within the Effective Time is prior meaning of the Securities Act and the Rules and Regulations, and substantially in the form of the drafts to which the Underwriter has previously agreed and otherwise in form and substance satisfactory to the execution Underwriter and delivery counsel for the Underwriter (i) regarding certain numerical information (including static pool information) contained in the Preliminary Prospectus and the Prospectus and (ii) relating to certain agreed-upon procedures. (c) The Underwriter shall have received a letter, dated the date hereof, of this AgreementGrobstein, Horwarth & Company, confirming that such accountants are independent public accountants within the meaning of the Securities Act and the Rules and Regulations, and substantially in the form of the drafts to which the Underwriter has previously agreed and otherwise in form and substance satisfactory to the Underwriter and counsel for the Underwriter (i) regarding certain loss and delinquency information (including static pool information) contained in the Preliminary Prospectus and the Prospectus and (ii) relating to certain agreed-upon procedures. (d) The Prospectus, the Preliminary Prospectus and each Free Writing Prospectus required to be filed with the Commission shall be on or prior to have been filed with the Commission in accordance with Rule 424(b) of the Securities Act and Section 5(a) hereof. (i) None of the Seller, UACC nor any of their subsidiaries shall have sustained, since the date of the latest audited financial statements provided to the Underwriter, any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement or the Prospectus, and (ii) since the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, or results of operations of the Seller, UACC, and their respective subsidiaries, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement or, if and in the Effective Time is subsequent to Prospectus. (f) The Underwriter shall have received the execution and delivery of this Agreement, shall be prior to the filing of the amendment opinion or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act ▇▇ & ▇▇▇▇▇ LLP, counsel to UACC and the Rules and RegulationsSeller, substantially in dated the form of the draft or drafts Closing Date, with respect to which the Underwriter has previously agreed and otherwise certain corporate matters satisfactory in form and in substance satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, to the Underwriter, World Omnito the effect that: 1. UACC has been duly incorporated and is validly existing and in good standing under the laws of the State of California, with corporate power and authority to own its properties and, to conduct its business as described in the Issuer Preliminary Prospectus and the Transferor shall Prospectus and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the location of its properties or the character of its operations makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have received a letter material adverse effect on either the business or letters, dated as properties of UACC and except to the extent the requirement to be so qualified is preempted by applicable federal law. 2. Each of the Closing DateTransaction Documents to which UACC is a party has been duly authorized, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇executed and delivered by UACC, updating each letter delivered pursuant to clause and, assuming the due authorization, execution and delivery by the other parties thereto (iother than the due authorization, execution and delivery by UACC) aboveconstitutes the valid, legal and binding obligation of UACC, enforceable against UACC in form and substance satisfactory accordance with its terms, to the Underwriter extent the enforcement of remedies is reasonably necessary to protect the interests of the parties, subject to the further qualification that enforcement of the rights and counsel for remedies created thereby is subject to and may be limited by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles now or hereafter in effect affecting the Underwriter. enforcement of creditors’ rights generally; (b) If limitations imposed on the Effective Time has not occurred prior availability of equitable remedies, including injunctive relief and the remedy of specific performance, all of which may be subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; and (c) the assumption that such other parties thereto will proceed in a commercially reasonable manner under the circumstances and that such Transaction Documents also constitute the valid, legal and binding obligation of such other parties thereto. 3. Each of the Transaction Documents to which the Seller is a party, assuming the due authorization, execution and delivery by all the parties thereto constitutes the valid, legal and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, to the date extent the enforcement of remedies is reasonably necessary to protect the interests of the parties, subject to the further qualification that enforcement of the rights and remedies created thereby is subject to and may be limited by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles now or hereafter in effect affecting the enforcement of creditors’ rights generally; (b) limitations imposed on the availability of equitable remedies, including injunctive relief and the remedy of specific performance, all of which may be subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; and (c) the assumption that such other parties thereto will proceed in a commercially reasonable manner under the circumstances and that such Transaction Documents also constitute the valid, legal and binding obligation of such other parties thereto. 4. When the Notes have been validly executed, authenticated and delivered in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriter pursuant to this Agreement, the Effective Time shall Notes will constitute valid and binding obligations of the Trust enforceable in accordance with their terms and entitled to the benefits of the Indenture, except that enforceability thereof may be subject to (a) the date effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. 5. The execution, delivery and performance of the Transaction Documents to which UACC is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of UACC, pursuant to the terms of its articles of incorporation or its by-laws, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over UACC or any of its properties. 6. The execution, delivery and performance of the Transaction Documents to which UACC and the Seller is a party will not conflict with or result in a breach of any of the terms or provisions of any material agreement or instrument known to us after due investigation, to which UACC or the Seller is a party or by which its properties are bound. 7. The Indenture has been duly authorized, executed and delivered by the Trust, and assuming the due execution and delivery by the Indenture Trustee constitutes the valid, legal and binding obligation of this Agreementthe Trust, enforceable against the Trust in accordance with its terms, to the extent the enforcement of remedies is reasonably necessary to protect the interests of the parties, subject to the further qualification that enforcement of the rights and remedies created thereby is subject to and may be limited by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles now or hereafter in effect affecting the next business day after enforcement of creditors’ rights generally; (b) limitations imposed on the date availability of this Agreement equitable remedies, including injunctive relief and the remedy of specific performance, all of which may be subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; and (c) the assumption that the Indenture Trustee will proceed in a commercially reasonable manner under the circumstances and that the Indenture also constitutes the valid, legal and binding obligation of the Indenture Trustee. 8. To the best of our knowledge, there are no legal or governmental proceedings pending to which UACC is a party or of which any property of is the subject, and no such later date as shall have been consented proceedings are known to us to be threatened or contemplated by governmental authorities or threatened by others (A) asserting the Underwriterinvalidity of all or any part of any Transaction Document or (B) that could materially adversely affect the ability of UACC to perform its obligations under any of the Transaction Documents to which it is a party. If the Effective Time is prior to the The execution and delivery by UACC of this Agreementthe Transaction Documents to which it is a party, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness consummation of the Registration Statement shall have been issued transactions contemplated thereby and no proceedings for that purpose shall have been instituted or, to the knowledge compliance with any of the Transferorprovisions thereof will not violate (A) any of the terms, World Omni conditions or the Underwriterprovisions of its articles of incorporation or its by-laws, shall be contemplated by the Commissioneach as amended, (B) any federal, State of California statute , rule or regulation applicable to UACC (other than federal and state securities or blue sky laws, as to which we do not express any opinion), or (C) any judgment, written injunction, decree, order or ruling of any court or governmental authority binding on UACC of which we have knowledge. (c) The Underwriter shall have received certificates 9. To our knowledge, the execution, delivery and performance by UACC of the President, any Vice President or the Treasurer or any Assistant Treasurer of (i) the Transferor and (ii) World Omni, each dated the Closing Date, in which such officer shall state that (1) the representations and warranties of the Transferor and World Omni, as the case may be, in each Basic Document Transaction Documents to which it is a party will not violate or result in a material breach of any of the terms of or constitute a material default under or (except as contemplated in the Transaction Documents) result in the creation of any lien, charge or encumbrance on any property or assets of UACC, pursuant to the terms of any indenture, mortgage, deed of trust or other material agreement to which it a party. 10. No consent or approval of, notice to, filing with, or other action by any California or federal governmental entity is required for the execution and in this Agreement are true and correct delivery by UACC of the Transaction Documents to which it is a party or the consummation by it of the transactions contemplated thereby where the failure to make or obtain such consent or approval of, notice to, filing with, or other action by, or take such action would reasonably be expected to have a material adverse effect on the Closing Dateability of such entity to perform its obligations under the Transaction Documents, except for (A) the filing of UCC financing statements, (2B) filings and other actions required pursuant to state securities or blue sky laws (as to which we do not express any opinion), and (C) those that have already been obtained, made or taken. 11. As to each security interest in a Financed Vehicle created by a Receivable, notwithstanding that each such Receivable may not be stamped to reflect its transfer to the Seller, nor will the certificate of title be so stamped or re-registered to reflect the transfer of the Receivable to the Seller, the Seller will have a first-priority perfected security interest in each such Financed Vehicle and no filing or other action is necessary to perfect or continue the first-priority perfected status of such security interest as against creditors of or transferees from the obligor under such Receivable, so long as such Financed Vehicle is not removed from the State of California for a period longer than four months, or before the end of such four-month period, the Servicer perfects such security interest under applicable law; provided that (a) no opinion is rendered as to a security interest in a Financed Vehicle as to which neither a properly endorsed certificate of ownership naming UACC as legal owner nor an application for an original registration together with an application for registration of UACC as legal owner, has been deposited with the California Department of Motor Vehicles, together with payment of all applicable fees; (b) no opinion is given as to the enforceability of the security interest in a Financed Vehicle as against a subsequent owner of a Financed Vehicle or a holder or assignee of a certificate of ownership relating to such Financed Vehicle obtained through fraudulent or negligent transfer of such certificate of ownership; (c) no opinion is given as to a security interest in Financed Vehicles located other than in the State of California at the time the Receivable as to that vehicle was originated by UACC; (d) no opinion is given as to the enforceability of the security interest in a Financed Vehicle as against a lien for services, materials or storage with respect to the Financed Vehicle, or as to any inchoate lien including the lien of any governmental, quasi-governmental or taxing authority; and (e) no opinion is given as to a security interest in a Financed Vehicle as to which there has been a material error made in the description of that Financed Vehicle in either the Receivable or the certificate of ownership. 12. UACC’s sale and assignment of the Receivables to the Seller will vest in the Seller all of UACC’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. 13. The Registration Statement, the Preliminary Prospectus, and the Prospectus (except the financial statements and other financial, numerical, quantitative and statistical information contained or incorporated by reference therein, as to which we express no view) comply as to form in all material respects with the requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder. 14. The Indenture has been duly qualified under the Trust Indenture Act of 1939 as amended (the “Trust Indenture Act”). 15. The Registration Statement is effective under the Act and, to the best of our knowledge of such officer after reasonable investigation, the Transferor or World Omni, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Dateinformation, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose therefor have been instituted initiated or are contemplated threatened by the Commission and (3) subsequent to Commission. 16. Neither the date Trust nor the Seller is an “investment company” or under the “control” of this Agreement, there has been no material adverse change an “investment company” as such terms are defined in the condition, financial or otherwise, or in the earnings, business affairs or business prospects Investment Company Act of the Transferor or World Omni1940, as amended (the case may be, except as set forth in or contemplated by the Prospectus. (d) The Underwriter shall have received: (i) The favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Transferor and World Omni, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2) Assuming the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified in the Indenture and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni Verizon Wireless of their respective its obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) or before the date Closing Date, each of this Agreementthe Transaction Documents shall have been duly authorized, executed and delivered by the Underwriterparties thereto, World Omnishall be in full force and effect and no default shall exist thereunder, the Issuer and the Transferor Owner Trustee and the Indenture Trustee shall have received a letter fully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee. The Transaction Documents and the Underwritten Notes shall be substantially in the forms heretofore provided to the Underwriter. (b) On or before the Closing Date, the Underwriter shall have received letters, dated as of the date of delivery thereof (whichthe Preliminary Prospectus and Prospectus, if the Effective Time is prior respectively, of a nationally recognized independent accounting firm acceptable to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriter, substantially in the form of the draft or drafts to which the Underwriter has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (bc) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution The Prospectus and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni Verizon Wireless or the Underwriter, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (cd) Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus there shall not have been any material adverse change in the business, business prospects, properties, financial condition, or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter prior to the date hereof. (e) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter of in-house counsel to the Depositor and Verizon Wireless, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (f) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to by the Underwriter and counsel to the Underwriter) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust dated the Original Closing Date, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and the impact of Current Upgrade Offers and (vi) certain security interest matters. (g) The Underwriter shall have received an opinion or opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate and enforceability law matters solely with respect to this Agreement and (ii) certain United States federal income tax matters. (h) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Trust, the Depositor and Verizon Wireless, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (i) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (j) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (k) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (l) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel to the Depositor, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (m) [Reserved]. (n) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Asset Representations Reviewer, dated the Closing Date, and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (o) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriter, addressed to the Underwriter. (p) [Reserved]. (q) The Underwriter shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President or President, the Controller, the Treasurer or any Assistant Treasurer of (i) the Transferor Depositor and (ii) World Omni, each dated the Closing Date, Verizon Wireless in which such officer shall state that that: (1A) the representations and warranties made by or on behalf of such entity contained in the Transferor Transaction Documents and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, in all material respects (2) except to the best knowledge of extent any such officer after reasonable investigationrepresentation or warranty is already qualified by materiality, the Transferor in which case such representation or World Omniwarranty is true and correct in all respects), as the case may be, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at under such agreements on or prior before the Closing Date in all material respects (except to the Closing Dateextent any such agreement or condition is already qualified by materiality, no stop order suspending the effectiveness of the Registration Statement in which case such agreement or condition has been issued and no proceedings for that purpose have been instituted complied with or are contemplated by the Commission and satisfied, as applicable, in all respects), (3B) subsequent to since the date of this Agreement, Agreement there has been no not occurred any material adverse change in the conditionbusiness, business prospects, properties, financial condition or otherwise, or in the earnings, business affairs or business prospects results of operations of the Transferor Trust, the Depositor or World OmniVerizon Wireless, as the case may be, except other than as set forth in or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Underwritten Notes, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Underwritten Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain U.S. Federal Income Tax Consequences.” (r) The Underwriter shall have received evidence reasonably satisfactory to the Underwriter and counsel to the Underwriter that, on or before the Closing Date, UCC-1 financing statements, have been filed in all applicable governmental offices reflecting (A) the transfer of the interest of the Originators in the related Receivables, and the proceeds thereof to the Depositor pursuant to the Originator Receivables Transfer Agreement, (B) the transfer of the interest of the Additional Transferor in the related Receivables and the proceeds thereof to the Depositor pursuant to the Additional Transferor Receivables Transfer Agreement, (C) the transfer of the interest of the Depositor in the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Receivables and the proceeds thereof to the Trust pursuant to the Transfer and Servicing Agreement, (D) the grant by the ProspectusTrust to the Master Collateral Agent under the Master Collateral Agreement of a security interest in the interest of the Trust in the Transfer and Servicing Agreement, the Receivables and the proceeds thereof and (E) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the Series 2024-6 Collateral. (ds) The Class A-1a Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aaa (sf) by ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) and at least AAA (sf) by S&P Global Ratings (“S&P”). The Class A-1b Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aaa (sf) by ▇▇▇▇▇’▇ and at least AAA (sf) by S&P. The Class B Notes shall not have been downgraded from their rating in effect as of the date hereof of at least Aa1 (sf) by ▇▇▇▇▇’▇ and at least AA (sf) by S&P. The Class C Notes shall not have been downgraded from their rating in effect as of the date hereof of at least A1 (sf) by ▇▇▇▇▇’▇ and at least A (sf) by S&P. (t) The Underwriter shall have received: , from each of Verizon Wireless and the Depositor, a certificate executed by a secretary or assistant secretary thereof (or the equivalent) to which shall be attached certified copies of the: (i) formation and governing documents, (ii) applicable resolutions and (iii) designation of incumbency of each such entity. The favorable opinion Underwriter shall have received, from the Trust, a certified copy of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel the certificate of formation and an executed copy of the trust agreement evidencing formation of the trust. (u) The Underwriter shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date) with respect to the Transferor and World OmniPermitted Liens affecting the Receivables from all applicable creditors of Verizon Wireless, dated the Closing Date and satisfactory in form and substance satisfactory to the Underwriter and counsel for to the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2v) Assuming All representations and warranties made by or on behalf of Verizon Wireless and the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified Depositor in the Indenture Transaction Documents to which each is a party are true and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respectsrespects as of the Closing Date. (w) The Underwriter shall have received a certificate, dated the Closing Date, signed by an authorized officer or any Vice President of the Indenture Trustee, in which such officer shall state that the information contained in the Form T-1 for the Indenture Trustee is true and accurate as of its filing with the Commission. Verizon Wireless will provide or cause to be provided to the Underwriter conformed copies of such opinions, certificates, letters and documents as the Underwriter or counsel to the Underwriter reasonably request.

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Underwritten Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni Verizon Wireless of their respective its obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) or before the date Closing Date, each of this Agreementthe Transaction Documents shall have been duly authorized, executed and delivered by the Underwriterparties thereto, World Omnishall be in full force and effect and no default shall exist thereunder, the Issuer and the Transferor Owner Trustee and the Indenture Trustee shall have received a letter fully conformed copy of the Notes and Certificates, and the Notes shall have been duly executed and delivered by the Trust and duly authenticated by the Indenture Trustee. The Transaction Documents and the Underwritten Notes shall be substantially in the forms heretofore provided to the Underwriter. (b) On or before the Closing Date, the Underwriter shall have received letters, dated as of the date of delivery thereof (whichthe Preliminary Prospectus and Prospectus, if the Effective Time is prior respectively, of a nationally recognized independent accounting firm acceptable to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the Rules and RegulationsUnderwriter, substantially in the form of the draft or drafts to which the Underwriter has agreed previously agreed and otherwise substantially in form and in substance reasonably satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the Underwriter. (bc) If the Effective Time has not occurred prior to the date of this Agreement, the Effective Time shall be the date of execution The Prospectus and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus any supplements thereto shall have been filed (if required) with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to Regulations; and, before the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni Verizon Wireless or the Underwriter, shall be contemplated by the CommissionCommission or by any authority administering any state securities or blue sky law. (cd) Since the respective dates as of which information is given in the Preliminary Prospectus and the Prospectus there shall not have been any material adverse change in the business, business prospects, properties, financial condition, or results of operations of Verizon Wireless and its subsidiaries, including the Depositor and the Trust, taken as a whole, other than as set forth or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter prior to the date hereof. (e) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter of in-house counsel to the Depositor and Verizon Wireless, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (f) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions (which may be in the form of a reaffirmation opinion, as agreed to by the Underwriter and counsel to the Underwriter) of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust dated the Original Closing Date, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate, enforceability and securities law matters, (ii) the enforceability of the Notes, (iii) certain true sale and nonconsolidation bankruptcy matters, (iv) bankruptcy proceedings of Verizon Wireless with respect to preference matters, (v) bankruptcy proceedings of Verizon Wireless and the impact of Current Upgrade Offers and (vi) certain security interest matters. (g) The Underwriter shall have received an opinion or opinions of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Depositor, Verizon Wireless and the Trust, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter, addressing (i) corporate and enforceability law matters solely with respect to this Agreement and (ii) certain United States federal income tax matters. (h) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Trust, the Depositor and Verizon Wireless, addressed to the Underwriter, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (i) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (j) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (k) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (l) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Delaware counsel to the Depositor, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (m) [Reserved]. (n) The Underwriter shall have received a reliance letter or reliance letters with respect to such opinion or opinions dated as of the Original Closing Date, addressed to the Underwriter, of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Asset Representations Reviewer, dated the Closing Date, and satisfactory in form and substance to the Underwriter and counsel to the Underwriter. (o) The Underwriter shall have received one or more negative assurance letters of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriter, addressed to the Underwriter. (p) [Reserved]. (q) The Underwriter shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President or President, the Controller, the Treasurer or any Assistant Treasurer of (i) the Transferor Depositor and (ii) World Omni, each dated the Closing Date, Verizon Wireless in which such officer shall state that that: (1A) the representations and warranties made by or on behalf of such entity contained in the Transferor Transaction Documents and World Omni, as the case may be, in each Basic Document to which it is a party and in this Agreement are true and correct on the Closing Date, in all material respects (2) except to the best knowledge of extent any such officer after reasonable investigationrepresentation or warranty is already qualified by materiality, the Transferor in which case such representation or World Omniwarranty is true and correct in all respects), as the case may be, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at under such agreements on or prior before the Closing Date in all material respects (except to the Closing Dateextent any such agreement or condition is already qualified by materiality, no stop order suspending the effectiveness of the Registration Statement in which case such agreement or condition has been issued and no proceedings for that purpose have been instituted complied with or are contemplated by the Commission and satisfied, as applicable, in all respects), (3B) subsequent to since the date of this Agreement, Agreement there has been no not occurred any material adverse change in the conditionbusiness, business prospects, properties, financial condition or otherwise, or in the earnings, business affairs or business prospects results of operations of the Transferor Trust, the Depositor or World OmniVerizon Wireless, as the case may be, except other than as set forth in or contemplated in the Preliminary Prospectus and the Prospectus or otherwise disclosed in writing to the Underwriter and (C) there are no actions, proceedings or investigations to which the Depositor or Verizon Wireless is a party or that are, to such party’s knowledge after due inquiry, threatened before any court, administrative agency or other tribunal having jurisdiction over Verizon Wireless or the Depositor, (i) asserting the invalidity of this Agreement, any Transaction Document or the Underwritten Notes, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the ProspectusTransaction Documents, (iii) which would reasonably be expected to have a Material Adverse Effect or (iv) seeking adversely to affect the federal income tax attributes of the Underwritten Notes as described in the Prospectus or the Preliminary Prospectus under the heading “Certain U.S. Federal Income Tax Consequences.” (dr) The Underwriter shall have received: (i) The favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Transferor and World Omni, dated the Closing Date and received evidence reasonably satisfactory in form and substance to the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (2) Assuming the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified in the Indenture and the Series Supplement and when delivered to the Underwriter against payment that, on or before the Closing Date, UCC-1 financing statements, have been filed in all applicable governmental offices reflecting (A) the transfer of the consideration specified hereininterest of the Originators in the related Receivables, and the proceeds thereof to the Depositor pursuant to the Originator Receivables Transfer Agreement, (B) the transfer of the interest of the Additional Transferor in the related Receivables and the proceeds thereof to the Depositor pursuant to the Additional Transferor Receivables Transfer Agreement, (C) the transfer of the interest of the Depositor in the Originator Receivables Transfer Agreement, the Notes will constitute a valid and binding obligation of Additional Transferor Receivables Transfer Agreement, the Issuer, enforceable in accordance with their terms Receivables and the holder of the Notes will be entitled proceeds thereof to the benefits accorded by Trust pursuant to the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements"Agreement, insofar as such statements purport (D) the grant by the Trust to summarize certain terms or provisions the Master Collateral Agent under the Master Collateral Agreement of a security interest in the interest of the NotesTrust in the Transfer and Servicing Agreement, the Transferor Certificate Receivables and the Basic Documents, provide proceeds thereof and (E) the grant by the Trust to the Indenture Trustee under the Indenture of a fair summary of such provisions, and the statements security interest in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.Series 2024-1

Conditions of the Obligations of the Underwriter. The obligation obligations of the ------------------------------------------------ Underwriter to purchase and pay for the Notes will be subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni made herein, to the accuracy of the statements of the respective officers of the Transferor and World Omni made pursuant to the provisions hereofhereto, to the performance by the Transferor Seller and World Omni UACC of their respective obligations hereunder hereunder, and to the following additional conditions precedent: (a) On (i) the date Closing Date, each of this Agreementthe Transaction Documents, the Underwriter, World Omni, the Issuer Notes and the Transferor Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a letter or lettersfully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Underwriter. (b) The Underwriter shall have received a letter, dated the date hereof, of delivery thereof (whichDeloitte & Touche LLP, if confirming that such accountants are independent public accountants within the Effective Time is prior meaning of the Securities Act and the Rules and Regulations, and substantially in the form of the drafts to which the Underwriter has previously agreed and otherwise in form and substance satisfactory to the execution Underwriter and delivery counsel for the Underwriter (i) regarding certain numerical information (including static pool information) contained in the Preliminary Prospectus and the Prospectus and (ii) relating to certain agreed-upon procedures. (c) The Underwriter shall have received a letter, dated the date hereof, of this AgreementGrobstein, Horwarth & Company, confirming that such accountants are independent public accountants within the meaning of the Securities Act and the Rules and Regulations, and substantially in the form of the drafts to which the Underwriter has previously agreed and otherwise in form and substance satisfactory to the Underwriter and counsel for the Underwriter (i) regarding certain loss and delinquency information (including static pool information) contained in the Preliminary Prospectus and the Prospectus and (ii) relating to certain agreed-upon procedures. (d) The Prospectus, the Preliminary Prospectus and each Free Writing Prospectus required to be filed with the Commission shall be on or prior to have been filed with the Commission in accordance with Rule 424(b) of the Securities Act and Section 5(a) hereof. (i) None of the Seller, UACC nor any of their subsidiaries shall have sustained, since the date of the latest audited financial statements provided to the Underwriter, any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement or the Prospectus, and (ii) since the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, or results of operations of the Seller, UACC, and their respective subsidiaries, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement or, if and in the Effective Time is subsequent to Prospectus. (f) The Underwriter shall have received the execution and delivery of this Agreement, shall be prior to the filing of the amendment opinion or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act ▇▇ & ▇▇▇▇▇ LLP, counsel to UACC and the Rules and RegulationsSeller, substantially in dated the form of the draft or drafts Closing Date, with respect to which the Underwriter has previously agreed and otherwise certain corporate matters satisfactory in form and in substance satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, to the Underwriter, World Omnito the effect that: 1. UACC has been duly incorporated and is validly existing and in good standing under the laws of the State of California, with corporate power and authority to own its properties and, to conduct its business as described in the Issuer Preliminary Prospectus and the Transferor shall Prospectus and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the location of its properties or the character of its operations makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not have received a letter material adverse effect on either the business or letters, dated as properties of UACC and except to the extent the requirement to be so qualified is preempted by applicable federal law. 2. Each of the Closing DateTransaction Documents to which UACC is a party has been duly authorized, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇executed and delivered by UACC, updating each letter delivered pursuant to clause and, assuming the due authorization, execution and delivery by the other parties thereto (iother than the due authorization, execution and delivery by UACC) aboveconstitutes the valid, legal and binding obligation of UACC, enforceable against UACC in form and substance satisfactory accordance with its terms, to the Underwriter extent the enforcement of remedies is reasonably necessary to protect the interests of the parties, subject to the further qualification that enforcement of the rights and counsel for remedies created thereby is subject to and may be limited by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles now or hereafter in effect affecting the Underwriter. enforcement of creditors’ rights generally; (b) If limitations imposed on the Effective Time availability of equitable remedies, including injunctive relief and the remedy of specific performance, all of which may be subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; and (c) the assumption that such other parties thereto will proceed in a commercially reasonable manner under the circumstances and that such Transaction Documents also constitute the valid, legal and binding obligation of such other parties thereto. 3. The Seller has been duly incorporated and is validly existing and in good standing under the laws of the State of California, with corporate power and authority to own its properties, and to conduct its business as described in the Preliminary Prospectus and the Prospectus and to execute, deliver and perform its obligations under the Transaction Documents to which it is a party, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the location of its properties or the character of its operations makes such qualification necessary, except such jurisdictions, if any, in which the failure to be so qualified will not occurred prior have a material adverse effect on either the business or properties of the Seller. 4. Each of the Transaction Documents to which the Seller is a party has been duly authorized, executed and delivered by the Seller, and, assuming the due authorization, execution and delivery by the other parties thereto (other than the due authorization, execution and delivery by the Seller) constitutes the valid, legal and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, to the date extent the enforcement of remedies is reasonably necessary to protect the interests of the parties, subject to the further qualification that enforcement of the rights and remedies created thereby is subject to and may be limited by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium, or other laws or equitable principles now or hereafter in effect affecting the enforcement of creditors’ rights generally; (b) limitations imposed on the availability of equitable remedies, including injunctive relief and the remedy of specific performance, all of which may be subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; and (c) the assumption that such other parties thereto will proceed in a commercially reasonable manner under the circumstances and that such Transaction Documents also constitute the valid, legal and binding obligation of such other parties thereto. 5. When the Notes have been validly executed, authenticated and delivered in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriter pursuant to this Agreement, the Effective Time shall Notes will constitute valid and binding obligations of the Trust enforceable in accordance with their terms and entitled to the benefits of the Indenture, except that enforceability thereof may be subject to (a) the date effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity. 6. The execution, delivery and performance of the Transaction Documents to which UACC and the Seller is a party will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of UACC or the Seller, respectively, pursuant to the terms of its articles of incorporation or its by-laws, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over UACC or the Seller or any of its respective properties or any material agreement or instrument known to us after due investigation, to which UACC or the Seller is a party or by which either of its respective properties are bound. 7. To the best of our knowledge, there are no legal or governmental proceedings pending to which UACC or the Seller is a party or of which any property of UACC or the Seller is the subject, and no such proceedings are known to us to be threatened or contemplated by governmental authorities or threatened by others (A) asserting the invalidity of all or any part of any Transaction Document or (B) that could materially adversely affect the ability of any of UACC or the Seller to perform its respective obligations under any of the Transaction Documents to which it is a party. 8. The execution and delivery by UACC or the Seller of this Agreementthe Transaction Documents to which it is a party, the consummation of the transactions contemplated thereby and compliance with any of the provisions thereof by each of them will not violate (A) any of the terms, conditions or provisions of its respective articles of incorporation or its respective by-laws, each as amended, (B) any federal or State of California statute, rule or regulation applicable to UACC or the Seller (other than federal and state securities or blue sky laws, as to which we do not express any opinion), or (C) any judgment, written injunction, decree, order or ruling of any court or governmental authority binding on UACC or the next business day after the date Seller of this Agreement or such later date as shall which we have been consented to by the Underwriterknowledge. 9. If the Effective Time is prior to the execution and delivery of this AgreementTo our knowledge, the Prospectus shall have been filed with execution, delivery and performance by each of UACC and the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness Seller of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni or the Underwriter, shall be contemplated by the Commission. (c) The Underwriter shall have received certificates of the President, any Vice President or the Treasurer or any Assistant Treasurer of (i) the Transferor and (ii) World Omni, each dated the Closing Date, in which such officer shall state that (1) the representations and warranties of the Transferor and World Omni, as the case may be, in each Basic Document Transaction Documents to which it is a party will not violate or result in a material breach of any of the terms of or constitute a material default under or (except as contemplated in the Transaction Documents) result in the creation of any lien, charge or encumbrance on any property or assets of each of UACC or the Seller, pursuant to the terms of any indenture, mortgage, deed of trust or other material agreement to which either is a party. 10. No consent or approval of, notice to, filing with, or other action by any California or federal governmental entity is required for the execution and in this Agreement are true and correct delivery by each of UACC or the Seller of the Transaction Documents to which it is a party or the consummation by either of them of the transactions contemplated thereby where the failure to make or obtain such consent or approval of, notice to, filing with, or other action by, or take such action would reasonably be expected to have a material adverse effect on the Closing Dateability of such entity to perform its obligations under the Transaction Documents, except for (A) the filing of UCC financing statements, (2B) filings and other actions required pursuant to state securities or blue sky laws (as to which we do not express any opinion), and (C) those that have already been obtained, made or taken. 11. As to each security interest in a Financed Vehicle created by a Receivable, notwithstanding that each such Receivable may not be stamped to reflect its transfer to the Seller, nor will the certificate of title be so stamped or re-registered to reflect the transfer of the Receivable to the Seller, the Seller will have a first-priority perfected security interest in each such Financed Vehicle and no filing or other action is necessary to perfect or continue the first-priority perfected status of such security interest as against creditors of or transferees from the obligor under such Receivable, so long as such Financed Vehicle is not removed from the State of California for a period longer than four months, or before the end of such four-month period, the Servicer perfects such security interest under applicable law; provided that (a) no opinion is rendered as to a security interest in a Financed Vehicle as to which neither a properly endorsed certificate of ownership naming UACC as legal owner nor an application for an original registration together with an application for registration of UACC as legal owner, has been deposited with the California Department of Motor Vehicles, together with payment of all applicable fees; (b) no opinion is given as to the enforceability of the security interest in a Financed Vehicle as against a subsequent owner of a Financed Vehicle or a holder or assignee of a certificate of ownership relating to such Financed Vehicle obtained through fraudulent or negligent transfer of such certificate of ownership; (c) no opinion is given as to a security interest in Financed Vehicles located other than in the State of California at the time the Receivable as to that vehicle was originated by UACC; (d) no opinion is given as to the enforceability of the security interest in a Financed Vehicle as against a lien for services, materials or storage with respect to the Financed Vehicle, or as to any inchoate lien including the lien of any governmental, quasi-governmental or taxing authority; and (e) no opinion is given as to a security interest in a Financed Vehicle as to which there has been a material error made in the description of that Financed Vehicle in either the Receivable or the certificate of ownership. 12. UACC’s sale and assignment of the Receivables to the Seller will vest in the Seller all of UACC’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. 13. The Registration Statement, the Preliminary Prospectus, and the Prospectus (except the financial statements and other financial, numerical, quantitative and statistical information contained or incorporated by reference therein, as to which we express no view) comply as to form in all material respects with the requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder. 14. The Indenture has been duly qualified under the Trust Indenture Act of 1939 as amended (the “Trust Indenture Act”). 15. The Registration Statement is effective under the Act and, to the best of our knowledge of such officer after reasonable investigation, the Transferor or World Omni, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Dateinformation, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose therefor have been instituted initiated or are contemplated threatened by the Commission and (3) subsequent to Commission. 16. Neither the date Trust nor the Seller is an “investment company” or under the “control” of this Agreement, there has been no material adverse change an “investment company” as such terms are defined in the condition, financial or otherwise, or in the earnings, business affairs or business prospects Investment Company Act of the Transferor or World Omni1940, as amended (the case may be, except as set forth in or contemplated by “Investment Company Act”) and neither the ProspectusTrust nor the Seller is required to register under the Investment Company Act. (d) 17. The Underwriter shall have received: (i) The favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel Trust Agreement is not required to be qualified under the Transferor and World Omni, dated the Closing Date and satisfactory in form and substance to the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World Omni, as the case may be, enforceable against such entity in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)Trust Indenture Act. (2) Assuming the Notes have been duly and validly authorized, when executed, authenticated and delivered as specified in the Indenture and the Series Supplement and when delivered to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) 18. The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.stat

Conditions of the Obligations of the Underwriter. The obligation of the ------------------------------------------------ Underwriter to purchase and pay for the Notes will be Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date is subject to the accuracy of the respective representations and warranties on the part of the Transferor and World Omni hereinCompany herein as of the Closing Date or the Option Closing Date, as the case may be, to the accuracy of the statements of the respective Company officers of the Transferor and World Omni made pursuant to the provisions hereof, to the performance by the Transferor and World Omni Company of their respective its obligations hereunder and to the following additional conditions precedent: (a) On (i) The Underwriter shall have received, on the date Closing Date and the Option Closing Date, as the case may be, a comfort letter dated as of this Agreementthe Closing Date or the Option Closing Date, as the case may be, addressed to the Underwriter, World Omni, the Issuer in form and the Transferor shall have received a letter or letters, dated the date of delivery thereof (which, if the Effective Time is prior substance satisfactory to the execution and delivery of this AgreementUnderwriter, shall be on or prior to the date of this Agreement or, if the Effective Time is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post- effective amendment to the registration statement to be filed shortly prior to the Effective Time), of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ from PricewaterhouseCoopers LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") confirming that they are independent public accountants within the meaning of the Act and the related published Rules and Regulations, substantially and containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information contained in or incorporated by reference in the form of the draft or drafts to which the Underwriter has previously agreed and otherwise in form and in substance satisfactory to the Underwriter and counsel for the Underwriter and (ii) on the Closing Date, the Underwriter, World Omni, the Issuer Registration Statements and the Transferor shall have received a letter or letters, dated as of the Closing Date, from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, updating each letter delivered pursuant to clause (i) above, in form and substance satisfactory to the Underwriter and counsel for the UnderwriterProspectus. (b) If The Initial Registration Statement shall have become effective under the Effective Time has not occurred Act prior to the date of this Agreement, the Effective Time shall be the date of execution and delivery of this Agreement, or the next business day after the date of this Agreement or such later date as shall have been consented to by the Underwriter. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 6:00 A.M., Pacific Standard time, on the day following the date of this Agreement or, if earlier, the time the Prospectus shall have been filed with is printed and distributed to the Commission in accordance with the Rules and Regulations and Section 5(a) hereofUnderwriter. Prior to the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Transferor, World Omni Company or the Underwriter, shall be contemplated by the Commission. (c) The Underwriter shall have received certificates Between the time of execution of this Agreement and the President, any Vice President Closing Date or the Treasurer or any Assistant Treasurer of (i) the Transferor and (ii) World Omni, each dated the Option Closing Date, in which such officer shall state that (1) the representations and warranties of the Transferor and World Omni, as the case may be, (i) no change, development or event shall have occurred or become known to the Company, that could be reasonably expected to result in each Basic Document a Material Adverse Effect (other than as specifically described in the Registration Statement and Prospectus) and (ii) no transaction which is material to which it is a party the Company and in the Subsidiaries shall have been entered into by the Company, except as required or permitted by this Agreement are true and correct Agreement. (d) The Underwriter shall have received, on the Closing Date and the Option Closing Date, (2) to the best knowledge of such officer after reasonable investigation, the Transferor or World Omni, as the case may be, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior an opinion of ▇▇▇▇▇▇ & Dodge LLP, counsel for the Company, addressed to the Underwriter, dated as of the Closing Date or the Option Closing Date, as the case may be, and in form reasonably satisfactory to Howard, Rice, Nemerovski, Canady, ▇▇▇▇ & Rabkin, A Professional Corporation, counsel for the Underwriter, stating that: (1) The Company is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation and Kallikrein LLC (the “LLC”) is a limited liability company validly existing and in good standing under the laws of the jurisdiction of its formation; (2) Each of the Company and the LLC has full corporate or limited liability company, as the case may be, power and authority to own or lease its properties and to conduct its business as described in the Registration Statement and the Prospectus; (3) The Company is duly qualified to do business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts and the State of California and the LLC is duly qualified to do business as a foreign limited liability company and is in good standing in the Commonwealth of Massachusetts; (4) The authorized and outstanding capital stock of the Company is as set forth in the Prospectus as of the latest date set forth therein; the issued and outstanding shares of capital stock of the Company as of such date have been duly and validly issued and are fully paid and nonassessable, and, to such counsel’s knowledge, will not have been issued in violation of or subject to any preemptive right or any, co-sale right, registration right which applies to this transaction, right of first refusal or similar right granted by the Company; (5) To such counsel’s knowledge and except as set forth on Exhibit A, all outstanding limited liability company interests of the LLC (the “LLC Interests”) are owned by the Company free and clear of any lien. Except as set forth in the Prospectus, the LLC Interests have not been issued in violation of or subject to any preemptive right, co-sale right, registration right which applies to this transaction, right of first refusal or similar right. The authorized and outstanding capital stock of the Company is as set forth in the Prospectus as of the date set forth therein and the Firm Shares or the Option Shares, as the case may be, to be issued by the Company pursuant to the terms of the Agreement have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Agreement, will be duly and validly issued and fully paid and nonassessable, and will not have been issued in violation of or subject to any preemptive right, co-sale right, registration right, right of first refusal or other similar right contained in the Company’s certificate of incorporation or bylaws or any of the agreements (the “Material Agreements”) listed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 or to any Form 10-Q filed on or after January 1, 2003 or listed on Exhibit B hereto; (6) The Company has the corporate power and authority to enter into this Agreement and to issue, and deliver to the Underwriter the Offered Securities to be issued and sold by it to the Underwriter as provided in the Agreement; (7) This Agreement has been duly authorized, by all necessary corporate action on the part of the Company and has been duly executed and delivered by or on behalf of the Company and, assuming due authorization, execution and delivery by the Underwriter, constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except insofar as indemnification and contribution provisions may be limited by applicable law, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally or by general equitable principles; (8) The Registration Statement has become effective under the Act and, to such counsel’s knowledge, (a) no stop order suspending the effectiveness of the Registration Statement has been issued and (b) no proceedings for that purpose have been instituted or are contemplated threatened by the Commission under the Act. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the Act has been made in the manner and within the time period required by such Rule 424; (39) subsequent The Registration Statement and the Prospectus (other than the financial statements and supporting schedules and other financial data and statistical data derived therefrom, as to which such counsel need express no opinion), excluding the documents incorporated by reference therein, comply as to form in all material respects with the requirements of the Act, including with respect to eligibility as to the date use of this Agreement, there has been no material adverse change Form S-3; (10) The documents incorporated by reference in the conditionRegistration Statement and Prospectus (other than the financial statements and supporting schedules and other financial data and statistical data derived therefrom, financial as to which such counsel need express no opinion), when they became effective or otherwise, or in were filed with the earnings, business affairs or business prospects of the Transferor or World OmniCommission, as the case may be, except complied as set forth to form in all material respects with the requirements of the Act or the Exchange Act, as applicable; (11) The information in the Prospectus under the captions “Description of Common Stock” and “Anti-Takeover Effects of Delaware Law, Our Charter Documents and Our Shareholder Rights Plan,” to the extent that it constitutes matters of law or legal conclusions, has been reviewed by such counsel and is correct in all material respects; (12) The form of certificate used to evidence Common Stock complies in all material respects with the applicable provisions of the Delaware General Corporation Law (the “DGCL”) and with any applicable requirements of the certificate of incorporation and bylaws of the Company; (13) To such counsel’s knowledge, there are no contracts, licenses, agreements, leases or documents of a character that are required to be filed as exhibits to the Registration Statement that have not been so filed, summarized or described; (14) The execution and delivery of this Agreement and the consummation of the transactions contemplated therein will not result in a material breach of any of the terms, conditions, or provisions of, or constitute a material default under (a) the certificate of incorporation or bylaws of the Company, (b) any Material Agreement, or (c) to counsel’s knowledge, any order, rule, regulation, judgment or decree of any federal or state government, governmental instrumentality or court having jurisdiction over the Company or any of its properties or operations; (15) No filing or registration with, notice to, or consent, approval, authorization, order or other action of or qualification with any court, government authority or agency or self-regulatory authority is required for the consummation by the Company of the transactions contemplated by the Agreement, except such as have been filed or obtained and except as may be required under state Blue Sky laws or NASD requirements applicable to the Underwriter (as to which such counsel need express no opinion) in connection with the offering, issuance, sale or delivery of the Offered Securities to the Underwriter; (16) To such counsel’s knowledge, except as disclosed in the Registration Statement and the Prospectus, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, before or brought by any court or governmental agency or body, to which the Company or any Subsidiary is a party or to which the Company or any Subsidiary is subject, which is of a character that is required to be disclosed in the Registration Statement or the Prospectus; (17) No person has the right, pursuant to the terms of any contract, agreement or other instrument filed as an exhibit to the Registration Statement to have any securities issued by the Company and owned by them included in the Registration Statement or sold in the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the transactions contemplated by this Agreement or otherwise, except for such rights as have been complied with or waived; and (18) The Company is not, and will not as a result of the offer and sale of the Offered Securities, and assuming the initial investment of the proceeds therefrom as contemplated under the caption “Use of Proceeds” in the Prospectus, will not be an “investment company”, as such term is defined in the Investment Company Act. In addition, such counsel shall state that such counsel has participated in conferences with officials and other representatives of the Company, Underwriter’s counsel and the independent public accountants of the Company, at which such conferences the contents of the Registration Statement and Prospectus and related matters were discussed, and although they have not independently verified the accuracy or completeness of the statements contained in the Registration Statement or the Prospectus, nothing has come to the attention of such counsel that, on the basis of such participation, has caused such counsel to believe that, at the time the Registration Statement became effective and at all times subsequent thereto up to and on the Closing Date and the Option Closing Date, as the case may be, the Registration Statement and any amendment or supplement thereto, when such documents became effective or were filed with the Commission (other than the financial statements including supporting schedules and other financial and statistical information derived therefrom, as to which such counsel need express no comment) contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or at the Closing Date or the Option Closing date, as the case may be, the Registration Statement, the Prospectus and any amendment or supplement thereto (other than the financial statements including supporting schedules and other financial and statistical information derived therefrom, as to which such counsel need express no comment) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Counsel rendering the foregoing opinion may rely as to questions of law not involving the laws of the United States or the State of New York upon opinions of local counsel or, with respect to questions of New York law regarding this Agreement, may express the opinion as though this Agreement were governed by the internal law of the Commonwealth of Massachusetts. As to matters involving the law of the State of Delaware, counsel has made itself generally familiar with the DGCL and has made such inquiries as it has considered necessary to render the opinions involving the DGCL. Counsel rendering the foregoing opinion may rely as to questions of fact upon representations or certificates of officers of the Company, and may also rely on certificates of government officials, in which case their opinion is to state that they are so relying and that they have no knowledge of any material misstatement or inaccuracy in any such opinion, representation or certificate. Copies of any opinion, representation or certificate so relied upon shall be delivered to the Underwriter, and to Underwriter’s Counsel. (de) The Underwriter shall have received: (i) The favorable , on the Closing Date and the Option Closing Date, as the case may be, the following opinion from each of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & Dunner, L.L.P. and ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special P.C., patent counsel to for the Transferor and World OmniCompany, dated as of the Closing Date and satisfactory in form and substance to or the Underwriter and counsel for the Underwriter, and substantially to the effect that: (1) Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Basic Document will constitute a valid and binding agreement of the Issuer, the Transferor and World OmniOption Closing Date, as the case may be, enforceable against addressed to the Underwriter and in form reasonably satisfactory to Howard, Rice, Nemerovski, Canady, ▇▇▇▇ & Rabkin, A Professional Corporation, counsel for the Underwriter, stating, in each case with respect to those of the Patents as to which they advise the Company, that: (1) The Company is either the sole assignee of record at the PTO or is the exclusive licensee of each of such entity in accordance patents listed under the heading “U.S. Patents of the Company” on Schedule II hereof (the “U.S. Patents”) and each of the patent applications related to or claiming priority to the U.S. Patents including any renewals, revivals, substitutes, divisions, reissues, reexaminations, continuations, continuations-in-part and extensions thereof, and all patents that may issue on any of the foregoing (the “U.S. Applications”); such counsel knows of no claims by others to any ownership interest or lien with its termsrespect to any of such U.S. Patents or U.S. Applications; to such counsel’s knowledge, except as none of such U.S. Patents is subject to an interference, reexamination, reissue examination or declaratory action; to such counsel’s knowledge, none of the enforceability thereof may be limited by bankruptcyU.S. Applications has been appealed, insolvency, moratorium, reorganization finally rejected or other similar laws affecting enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).subject to an interference; (2) Assuming The Company is the Notes have been duly sole assignee of record at the appropriate foreign office or the exclusive licensee of each of such foreign patents listed under the heading “Non-U.S. Patents of the Company” on Schedule III hereof (the “Non-U.S. Patents”) (collectively, the U.S. Patents and validly authorized, when executed, authenticated Non-U.S. Patents are referred to herein as the “Patents”) and delivered as specified in each of the Indenture and the Series Supplement and when delivered patent applications related to or claiming priority to the Underwriter against payment of the consideration specified herein, the Notes will constitute a valid and binding obligation of the Issuer, enforceable in accordance with their terms and the holder of the Notes will be entitled to the benefits accorded by the Indenture and the Series Supplement. (3) The statements in the Prospectus Supplement under the captions "Summary of Terms" and "Series Provisions", and in the Base Prospectus under the captions "Summary", "The Trust", "The Accounts", "The Notes" and "The Transfer and Servicing Agreements", insofar as such statements purport to summarize certain terms or provisions of the Notes, the Transferor Certificate and the Basic Documents, provide a fair summary of such provisions, and the statements in the Prospectus Supplement under "Certain Federal Income Tax Consequences" and "ERISA Considerations", and the Base Prospectus under "Certain Legal Aspects of the ReceivablesCertain Matters Relating to Bankruptcy", "Certain Federal Income Tax Consequences" and "ERISA Considerations", to the extent that they constitute matters of law, summaries of legal matters, documents or proceedings or legal conclusions relating to Non-U.S. federal law have been prepared or reviewed by such counsel and are correct in all material respects.Patents including any