UNDERWRITING AGREEMENT

Exhibit 1.1

WORLD OMNI AUTO RECEIVABLES TRUST 2009-A

$163,000,000

1.62173% Asset Backed Notes, Class A-1

$192,000,000

2.88% Asset Backed Notes, Class A-2

$248,000,000

3.33% Asset Backed Notes, Class A-3

$147,000,000

5.12% Asset Backed Notes, Class A-4

UNDERWRITING AGREEMENT

April 7, 2009

Banc of America Securities LLC

Hearst Tower

214 North Tryon Street

Charlotte, NC 28255

Barclays Capital Inc.

200 Park Avenue, 5 ^th Floor

New York, New York 10166

as Representatives of the

Several Underwriters

Dear Ladies and Gentlemen:

1. Introductory . World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with Banc of America Securities LLC and Barclays Capital Inc. and each of the other underwriters named in Schedule I hereto (collectively, the “Underwriters”) for whom you are acting as representatives (the “Representatives”), with respect to the sale by the Depositor of $163,000,000 aggregate principal amount of 1.62173% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $192,000,000 aggregate principal amount of 2.88% Asset Backed Notes, Class A-2 ( the “Class A-2 Notes”), $248,000,000 aggregate principal amount of 3.33% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $147,000,000 aggregate principal amount of 5.12% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”) of World Omni Auto Receivables Trust 2009-A (the “Trust”) under the terms and conditions herein contained. The Class A -1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes are collectively referred to herein as the “Offered Notes”. The Offered Notes are to be issued together with $78,389,000 aggregate principal amount of Asset Backed Notes, Class B (the “Class B Notes” and, together with Offered Notes, the “Notes”). The Class B Notes will initially be retained by the Depositor.

Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various Primary Dealers party thereto, the Bank of New York Mellon, as Administrator, and the Bank of New York Mellon, as Custodian (the “MLSA”), in connection with the Term Asset-Backed Securities Loan Facility (the “TALF”). To the extent expressly provided in this Agreement, and subject to the limitation in Section 21, certain of the rights, benefits and remedies of the Underwriters under this Agreement shall be for the benefit of, and shall be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA.

The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and U.S. Bank Trust National Association, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates will be subordinated to the Notes to the extent described in the Basic Documents (as defined below).

The assets of the Trust will include, among other things, a pool of fixed rate retail installment sale contracts (the “Initial Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Initial Financed Vehicles”), and certain monies received thereunder after April 6, 2009 (the “Initial Cutoff Date”), and, if there is a funding period, additional fixed rate retail installment sale contracts (the “Subsequent Receivables” and together with the Initial Receivables, the “Receivables”) secured by new and used automobiles and light-duty trucks financed thereby (the “Subsequent Financed Vehicles” and together with the Initial Financed Vehicles, the “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”), rights under the interest rate swap agreement and monies on deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of the Closing Date (the “Sale and Servicing Agreement”) among the Trust, the Depositor and World Omni, as Servicer (the “Servicer”). Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement, the Servicer will agree to perform certain administrative tasks on behalf of the Trust imposed on the Trust under the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

The Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and World Omni.

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As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement, Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust and Note Depository Agreement.

At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:05 p.m. on April 7, 2009 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated April 2, 2009 and the base prospectus dated April 2, 2009 (together, along with any information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the meaning of Rule 159 under the Act). If, following any such termination, the Underwriters, with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representatives.

2. Representations and Warranties of the Depositor and World Omni . Each of the Depositor and World Omni, jointly and severally, represents and warrants to, and agrees with (i) each of the Underwriters and (ii) with respect to clauses (b), (f) and (bb) of this Section 2 only, with each of the Underwriters who are also Primary Dealers, in their capacity as Primary Dealers with respect to TALF loans secured by the Offered Notes, that:

(a) The registration statement on Form S-3 (No. 333-133809), including a prospectus, relating to the Offered Notes (x) has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective and is still effective as of the date hereof and (y) was declared effective by the Commission within three years prior to the Closing Date. Such registration statement, as amended as of the date of this Underwriting Agreement (the “Agreement”) is hereinafter referred to as the “Registration Statement,” and the prospectus included in such Registration Statement, as supplemented to reflect the terms of the Offered Notes as first filed with the Commission after the date of this Agreement pursuant to and in accordance with Rule 424(b) (“Rule 424(b)”) under the Act including all material incorporated by reference therein (including information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB), is hereinafter referred to as the “Prospectus;” a “preliminary prospectus” means any form of prospectus, including any prospectus supplement, relating to the Offered Notes that is subject to completion; the “Base Prospectus” means the base prospectus dated April 2, 2009 included in the

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Prospectus; the “Prospectus Supplement” means the prospectus supplement dated the date hereof included in the Prospectus. The Depositor has filed the Preliminary Prospectus on April 2, 2009, within the applicable period of time required under the Act and the Rules and Regulations.

(b) (A) As of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2), and any amendment thereto under the Act, the Registration Statement complied, and on the date of this Agreement the Registration Statement will comply, in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) and at such times did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on the date of this Agreement, at the time of the filing of the Prospectus pursuant to Rule 424(b) and at the Closing Date, the Prospectus will comply in all material respects with the requirements of the Act and the Rules and Regulations and does not include, or will not include, any untrue statement of a material fact, nor does the Prospectus omit, nor will it omit, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The immediately preceding sentence does not apply to statements in or omissions from the Registration Statement or Prospectus based solely upon written information furnished to the Depositor or World Omni by any Underwriter through the Representatives specifically for use therein; provided that, the only such information furnished to the Depositor or World Omni consists of the information set forth in (x) the first sentence under the heading “Risk Factors—You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market” and (y) the second paragraph, the table following the second paragraph, the fifth paragraph, the third and fourth sentences of the sixth paragraph and the first sentence of the ninth paragraph under the heading “Underwriting” (the “Underwriters’ Information”). The Prospectus delivered to you for use in connection with the offering of the Offered Notes will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, except to the extent permitted by Regulation S-T.

(c) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.

(d) None of the Depositor, World Omni or the Trust is now or, as a result of the transactions contemplated by this Agreement, will become, an “investment company”, nor is any of them “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(e) To the best of its knowledge, each of the Initial Receivables and Initial Financed Vehicles as of the Initial Cutoff Date will meet the eligibility criteria for selection described in the Prospectus and in the Time of Sale Information. Each of the Subsequent Receivables and Subsequent Financed Vehicles as of its Subsequent Cutoff Date will meet the eligibility criteria for selection described in the Prospectus and in the Time of Sale Information, and if any Receivable shall fail to meet such requirements it will repurchase such Receivable as required by the Basic Documents.

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(f) (i) The Offered Notes are “asset-backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Act, (ii) the Offered Notes shall, on the Closing Date, constitute eligible collateral under TALF, (iii) the Offered Notes and Receivables shall, on the Closing Date, satisfy all applicable criteria for securities relating to “prime retail auto loans” under TALF and (iv) the Trust and World Omni have satisfied, or by the Closing Date shall have satisfied, all requirements under TALF applicable to it with respect to the Offered Notes and related matters required to be satisfied as of such date. The Preliminary Prospectus contains, and the Prospectus will contain, all applicable information required to be included therein under TALF in order for the Offered Notes to be eligible collateral.

(g) The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder.

(h) The Depositor has satisfied all of its obligations under the Exchange Act and is eligible for use of Form S-3 under the Act.

(i) As of the Time of Sale, the Depositor was not and as of the Closing Date is not, an “ineligible issuer,” as defined in Rule 405 under the Act.

(j) The Depositor has filed or will file the Preliminary Prospectus, each Free Writing Prospectus listed on Schedule III or approved in writing by the Depositor and any “issuer information” as defined under Rule 433(h) under the Act included in any Free Writing Prospectus permitted by this Agreement that is required to have been filed under the Act and the Rules and Regulations and it has done or will do so within the applicable periods of time required under the Act and the Rules and Regulations.

(k) The Depositor has been duly formed and is validly existing as a limited liability company under Delaware law, and all filings required at the date hereof under Delaware law with respect to the due formation and valid existence of the Depositor as a limited liability company have been made; the Depositor has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and in the Time of Sale Information or in its organizational documents, and to enter into and to perform its obligations under this Agreement and each Basic Document to which the Depositor is a party or by which it may be bound; the Depositor is duly qualified or registered as a foreign entity to transact business and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on its condition, financial or otherwise, or business prospects; all of the issued and outstanding membership interests of the Depositor are owned by World Omni, free and clear of liens; and the Depositor does not have any subsidiaries. The Depositor is current in the payment of any taxes required to be paid by it.

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(l) The Depositor is not in violation of its organizational or charter documents, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound, or to which any of its properties or assets is subject; the execution, delivery and performance by the Depositor of this Agreement and each Basic Document to which it is a party, the consummation of the transactions contemplated herein and therein and compliance by it with its obligations hereunder and thereunder have been duly and validly authorized by all necessary action (corporate or otherwise) and will not conflict with or constitute a breach of or default under, or result in the creation or imposition of any lien (except as permitted by the Basic Documents) upon any of its property or assets pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it may be a party, by which it may be bound or to which any of its properties or assets is subject, nor will such action result in any violation of the provisions of its charter or organizational documents, Bylaws or any applicable law, administrative regulation or administrative or court decree.

(m) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Depositor or World Omni, threatened, against or affecting the Depositor, that is required to be disclosed in the Registration Statement and that is not disclosed or that could reasonably be expected to result in any material adverse change in its condition, financial or otherwise, or in its earnings, business affairs or business prospects or that could reasonably be expected to materially and adversely affect its properties or assets or that could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or any Basic Document to which the Depositor is a party or by which it may be bound; all pending legal or governmental proceedings to which the Depositor is a party or of which any of its properties or assets is the subject that are not described in the Registration Statement, including ordinary routine litigation incidental to its businesses, are, when considered in the aggregate, not material; and there are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement by the Act or by the Rules and Regulations that have not been so filed.

(n) Except such as may be required by the Act, the Rules and Regulations or state securities laws, no authorization, approval or consent of any court, governmental authority or agency or any other Person is necessary in connection with (A) the issuance of the Notes and the Certificates or the offering and sale of the Offered Notes, (B) the execution, delivery and performance by the Depositor of this Agreement and any Basic Document to which it is a party or (C) the consummation by the Depositor of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as will have been obtained on or prior to, and will be in full force and effect as of, the Closing Date.

(o) The Depositor possesses all certificates, authorities, licenses and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it, and Depositor has not received notice of any proceedings relating to the revocation or modification of any such certificate, authority, license or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its condition, financial or otherwise.

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(p) This Agreement has been duly authorized, executed and delivered by the Depositor.

(q) As of the Closing Date, each of the Basic Documents to which the Depositor is a party has been duly authorized, executed and delivered by the Depositor.

(r) As of the respective dates set forth therein, the representations and warranties of the Depositor in each Basic Document to which it is a party and in officer’s certificates of the Depositor delivered on the Closing Date pursuant to Section 7(c), as the case may be, were or will be, as applicable, true and correct, and each Underwriter may rely on such representations and warranties as if they were set forth herein in full.

(s) The Depositor does not conduct business or have affiliates who conduct business in Cuba or with the government of Cuba within the meaning of Section 517.075 of the Florida Securities and Investors Protection Act or Regulation Section 3E-900.001 promulgated thereunder.

(t) World Omni has been duly incorporated, is current in the payment of taxes to the State of Florida and fees to the Florida Department of State and its status is “active”, except for such taxes that are being disputed by World Omni in good faith and if such dispute is adversely determined against World Omni it would not have a material adverse effect on its condition, financial or otherwise, or its earnings, business affairs or business prospects or its ability to perform its obligations under each Basic Document to which it is a party or by which it may be bound; World Omni has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and in the Time of Sale Information and to enter into and to perform its obligations under this Agreement and each Basic Document to which World Omni is a party or by which it may be bound; and World Omni is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify would not have a material adverse effect on its condition, financial or otherwise, or its earnings, business affairs or business prospects or its ability to perform its obligations under this Agreement or any Basic Document to which it is a party or by which it may be bound.

(u) World Omni is not in violation of its organizational or charter documents, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it may be bound, or to which any of its property or assets is subject that could reasonably be expected to have a material adverse effect on the transactions contemplated herein or in the Basic Documents; the execution, delivery and performance by World Omni of this Agreement and each Basic Document to which it is a party and the consummation of the transactions contemplated herein and therein and compliance by it with its obligations hereunder and thereunder have been duly and validly authorized by all necessary action (corporate or otherwise) and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien (except as permitted by the Basic Documents) upon any of its properties or assets pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it

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may be bound, or to which any of its properties or assets is subject, nor will such action result in any violation of the provisions of its charter or organizational documents, Bylaws or any applicable law, administrative regulation or administrative or court decree.

(v) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of World Omni, threatened against or affecting World Omni, that is required to be disclosed in the Registration Statement and that is not disclosed or that could reasonably be expected to result in any material adverse change in its condition, financial or otherwise, or in its earnings, business affairs or business prospects or that could reasonably be expected to materially and adversely affect its properties or assets or that could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or any Basic Document to which it is a party or by which it may be bound; and all pending legal or governmental proceedings to which World Omni is a party or of which any of its properties or assets is the subject that are not described in the Prospectus and in the Time of Sale Information, including ordinary routine litigation incidental to its business, are, when considered in the aggregate, not material in the context of the issuance and sale of the Offered Notes.

(w) No authorization, approval or consent of any court, governmental authority or agency or any other Person is necessary in connection with the execution, delivery and performance by World Omni of this Agreement or any Basic Document to which World Omni is a party or the consummation by World Omni of the transactions contemplated hereby or thereby, except such authorizations, approvals or consents as will have been obtained on or prior to, and will be in full force and effect as of, the Closing Date.

(x) World Omni possesses all material certificates, authorities, licenses or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it, and has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, license or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its condition, financial or otherwise, or its earnings, business affairs or business prospects or its ability to perform its obligations under this Agreement or any Basic Document to which it is a party or by which it may be bound.

(y) This Agreement has been duly authorized, executed and delivered by World Omni.

(z) As of the Closing Date, each Basic Document to which World Omni is a party has been duly authorized, executed and delivered by World Omni.

(aa) On the Closing Date, the Trust will have good and marketable title to the Initial Receivables and the other property conveyed to the Trust on the Closing Date, free and clear of all liens, security interests or encumbrances (except as permitted by the Basic Documents) and will not have assigned to any Person any of its right, title or interest in any such Initial Receivables or other property conveyed to the Trust on the Closing Date (except as permitted by the Basic Documents), or shall have obtained the release of any such prior assignment. On any subsequent transfer date, if any, the Trust will have good and marketable title to the Subsequent

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Receivables and the other property conveyed to the Trust on such subsequent transfer date, free and clear of all liens, security interests or encumbrances (except as permitted by the Basic Documents) and will not have assigned to any Person any of its right, title or interest in any such Subsequent Receivables or other property conveyed to the Trust on such subsequent transfer date (except as permitted by the Basic Documents), or shall have obtained the release of any such prior assignment. The assignment of the Receivables, all documents and instruments related thereto and all proceeds thereof to the Trust, pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement, vests in the Trust all interests which are purported to be conveyed thereby, free and clear of any liens, security interests or encumbrances (except as permitted by the Basic Documents).

(bb) As of the respective dates set forth therein, the representations and warranties of World Omni in each Basic Document to which it is a party, in Officer’s Certificates of World Omni delivered on the Closing Date and in the Certification as to TALF Eligibility attached as Appendix A to the Prospectus (the “TALF Certification”), will be true and correct, and each Underwriter may rely on such representations and warranties as if they were set forth herein in full.

(cc) On or prior to each subsequent transfer date, if any, World Omni and the Depositor shall deliver to the Underwriters, or cause the delivery of, any opinions and officer’s certificates, each dated such subsequent transfer date and, in the case of legal opinions, addressed to the Underwriters, that are required to be delivered to the Rating Agencies on such date.

(dd) Simultaneously with the Trust’s assignment of the Collateral to the Indenture Trustee pursuant to the Indenture, the Indenture Trustee’s interest in the Collateral shall be perfected upon the filing of UCC-1 financing statements in the appropriate offices and there shall be no unreleased statements identifying the Trust as debtor or assignor affecting the Collateral filed in such offices other than such financing statements.

3. Purchase, Sale and Delivery of the Offered Notes . On the basis of and in reliance on the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor the aggregate principal amount of each Class of Offered Notes set forth in Schedule I hereto opposite the name of such Underwriter, at a purchase price equal to the following percentages of the aggregate initial principal balances thereof, (i) in the case of the Class A-1 Notes, 99.85000%, (ii) in the case of the Class A-2 Notes, 99.81560%, (iii) in the case of the Class A-3 Notes, 99.76159% and (iv) in the case of the Class A-4 Notes, 99.73259%. On the Closing Date, the Depositor will pay the Representatives a structuring fee in the amount of $937,500.

Each Class of Offered Notes will initially be represented by one or more notes registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of each Class of Offered Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive instruments evidencing the Offered Notes will be available only under the limited circumstances specified in the Indenture.

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The Depositor will deliver the Offered Notes to the Representatives for the respective accounts of the Underwriters, against payment of the purchase price therefor in immediately available funds payable to the order of the Depositor, at the office of Kirkland & Ellis LLP, Citigroup Center, 153 East 53 ^rd Street, New York, New York 10022 (or at such other location as agreed upon among the Depositor, World Omni and the Representatives) at 10:00 A.M., New York time, on April 14, 2009 or at such other time not later than five full business days thereafter, as the Depositor, World Omni and the Representatives determine, such time being herein referred to as the “Closing Date”. The instruments evidencing the Offered Notes will be made available for inspection at the above offices of Kirkland & Ellis LLP (or at such other location agreed upon among the Depositor, World Omni and the Representatives) at least 24 hours prior to the Closing Date.

The Depositor, World Omni and the Underwriters agree that upon receipt by an investor who has received an electronic Prospectus or a request by such investor’s representative (whether such request is delivered to an Underwriter or the Depositor) during the period during which there is an obligation to deliver a Prospectus, the Underwriters will promptly deliver or cause to be delivered without charge, a paper copy of the Prospectus.

4. Certain Agreements of the Underwriters .

(a) It is understood that the Underwriters propose to offer the Offered Notes for sale to the public as set forth in the Prospectus and in the Time of Sale Information.

(b) Until the Representatives inform the Depositor in writing that all of the Offered Notes have been sold by the Underwriters, each Underwriter covenants and agrees to provide to the Depositor each day, with respect to sales of the Offered Notes made by such Underwriter on such date at any price other than the public offering price set forth on the cover page of the Prospectus, the information in writing (which may be in the form of a telecopy) necessary to enable the Depositor to prepare and file or transmit for filing with the Commission the information requested by the Commission to be filed with respect to the distribution of the Offered Notes.

(c) Each Underwriter hereby severally and not jointly represents and warrants to, and agrees with, the Depositor and World Omni, that (a) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Offered Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, (b) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (“the FSMA”) with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom, (c) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the “Financial Promotion Order”) and (d) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United

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Kingdom any document received by it in connection with the issue of the Offered Notes to a person who is of a kind described in Articles 19 or 49 of the Financial Promotion Order or who is a person to whom such document may otherwise lawfully be communicated.

(d) The Underwriters covenant and agree that prior to the date which is one year and one day after the last date upon which (i) each Class of Notes has been paid in full, and (ii) all obligations due under any other securitized financing by the Depositor have been paid in full, the Underwriters will not institute against, or join any other person in instituting against, the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law. The foregoing shall not limit the right of any Underwriter to file any claim in or otherwise take actions with respect to any such proceeding otherwise instituted.

(e) Each Underwriter that uses the Internet or other electronic means to offer or sell the Offered Notes severally represents that it has in place, and covenants that it shall maintain internal controls and procedures which it reasonably believes to be sufficient to ensure compliance in all material respects with all applicable legal requirements under the Act and applicable procedures, if any, worked out with the staff of the Commission relating to the use of the Internet or relating to computerized or electronic means of delivery to prospective investors of the Prospectus, in each case in connection with the offering of the Offered Notes.

5. Certain Agreements of the Depositor and World Omni . The Depositor, with respect to the covenants made by it hereunder, and World Omni, with respect to the covenants made by it hereunder, agree with each of the Underwriters that:

(a) The Depositor will file the Prospectus, properly completed, with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by the Representatives, subparagraph (5)) of Rule 424(b) no later than the second business day following the date it is first used. The Depositor will file with the Commission each Free Writing Prospectus listed on Schedule III or approved in writing by the Depositor and any “issuer information” (as defined above) included in any Free Writing Prospectus permitted by this Agreement that the Depositor is required to file under the Act and the Rules and Regulations, and in each case will do so within the applicable period of time required under the Act and the Rules and Regulations. The Depositor will advise the Representatives promptly of any such filings.

(b) During the period when a prospectus relating to the Offered Notes is required to be delivered under the Act, the Depositor will advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Prospectus or the Time of Sale Information and will not effect or file any such amendment or supplement without the consent of the Representatives (which consent shall not be unreasonably withheld or delayed) and will advise the Representatives promptly of any amendment or supplement of the Registration Statement or the Prospectus; provided that, no such consent of the Representatives will be required to file an amendment or supplement under this Section 5(b) if the Depositor receives an opinion of counsel that such amendment or supplement is required to comply with the Act. The Depositor will advise the Representatives promptly of the institution by the Commission of any order or action suspending the right to use the Prospectus or the Time of Sale Information in respect of the Registration Statement.

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(c) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus and the Time of Sale Information to comply with the Act, the Depositor promptly will prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement that will correct such statement or omission or effect such compliance; provided that, no consent of the Representatives as set forth in Section 5(b) hereof will be required to file an amendment or supplement under this Section 5(c) if the Depositor receives an opinion of counsel that such amendment or supplement is required to comply with the Act. Neither the consent of the Representatives to, nor the delivery by any Underwriter of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7 hereof.

(d) In the event that the Sponsor shall determine that any statement set forth in Item (2) of Appendix A to the Prospectus Supplement either was incorrect when made or has ceased to be correct, (i) immediately notify each Underwriter of such determination, (ii) notify the FRBNY and all registered holders of the Offered Notes in writing of such determination no later than 9:00 a.m. New York City time on the fourth Business Day following such determination, and (iii) issue a press release regarding such determination no later than 9:00 a.m. New York City time on the fourth Business Day following such determination; provided, that the Depositor will provide same Business Day notice of any change in credit ratings issued by any major nationally recognized statistical rating organization (including any change in the final rating compared to a preliminary rating) that occurs after pricing of the Offered Notes and on or prior to the Closing Date.

(e) The Depositor will furnish to the Representatives copies of the registration statement as originally filed with the Commission and each amendment thereto (in each case at least one of which will include all exhibits), each related preliminary prospectus including the Preliminary Prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Representatives may reasonably request.

(f) The Depositor will arrange for the qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as the Representatives may designate and will continue such qualifications in effect so long as required for the distribution of the Offered Notes, provided that the Depositor shall not be obligated to qualify to do business nor become subject to service of process generally, but only to the extent required for such qualification, in any jurisdiction in which it is not currently so qualified.

(g) So long as any Offered Notes are outstanding, unless such information shall have been posted to the World Omni website, the Depositor or World Omni, as the case may be, will deliver or cause to be delivered to the Representatives, as soon as each becomes available, copies of (i) each report relating to the Offered Notes delivered to Noteholders pursuant to the Basic

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Documents and, (ii) the annual statement as to compliance and the annual statement of a firm of independent public accountants furnished pursuant to the Basic Documents, (iii) each periodic report required to be filed by the Depositor with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder, and (iv) such other information in the possession of the Depositor concerning the Trust, the Notes or the Certificates as the Representatives may reasonably request from time to time.

(h) The Depositor and World Omni will pay all expenses incident to the performance of their respective obligations under this Agreement, including without limitation, (i) expenses incident to the word processing, printing and reproduction of the registration statement as originally filed with the Commission and each amendment thereto, preliminary prospectuses (including the Preliminary Prospectus and each Free Writing Prospectus listed on Schedule III hereto or agreed upon in writing by the Depositor and the Representatives) and the Prospectus (including any amendments and supplements thereto), (ii) the fees and disbursements of the Owner Trustee, the Indenture Trustee and the Trust and their respective counsel, (iii) the fees and disbursements of counsel and the independent public accountants of the Depositor and World Omni, (iv) the fees charged by each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and, together with Moody’s, the “Rating Agencies”) in connection with the rating of each Class of Offered Notes, (v) the fees of DTC in connection with the book-entry registration of the Offered Notes, (vi) the amounts set forth in Section 6(i) and (vii) expenses (including reasonable fees and disbursements of counsel) incurred by the Underwriters pursuant to Section 5(f) hereof in connection with the qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as the Representatives may designate.

(i) To the extent, if any, that the rating provided with respect to any Offered Notes by any Rating Agency is conditional upon the furnishing of documents or the taking of any other actions by the Depositor or World Omni, the Depositor or World Omni, as the case may be, shall furnish such documents and take any such other actions.

(j) The Depositor or World Omni, as the case may be, will (i) if still subject to the reporting requirements of the Exchange Act with respect to the Trust, file or cause to be filed with the Commission a report on Form 10-D in accordance with Item 1121(b) of Regulation AB under the Act or (ii) if no longer subject to the reporting requirements of the Exchange Act with respect to the Trust, provide to the holders of the Offered Notes, information comparable to that contained in the Prospectus relating to the Initial Receivables regarding the characteristics of the Subsequent Receivables, if any (the “Subsequent Receivables Information”).

(k) At or prior to the provision of the Subsequent Receivables Information, if any, the Representatives and the Depositor shall have received a letter, dated the date thereof, of PricewaterhouseCoopers LLP (“PWC”) 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 Representatives have previously agreed and otherwise in form and in substance satisfactory to the Representatives and counsel for the Underwriters relating to the Subsequent Receivables Information.

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6. Time of Sale Information and Free Writing Prospectus .

(a) The following terms have the specified meanings for purposes of this Agreement:

(i) “ Free Writing Prospectus ” means and includes any information relating to the Notes disseminated by the Depositor or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Act;

(ii) “ Prepricing Information ” means information relating to the price, pricing speed, benchmark and status of the Offered Notes and the offering thereof; and

(iii) “ Computer Tape Information ” means written information regarding the Offered Notes or the related receivables contained in the electronic data file WO040301.zip furnished by the Depositor to Banc of America Securities LLC by email on April 7, 2009.

(b) The Depositor will not disseminate to any potential investor any information relating to the Offered Notes that constitutes a “written communication” within the meaning of Rule 405 under the Act, other than the Time of Sale Information and the Prospectus, unless the Depositor has obtained the prior consent of the Representatives.

(c) Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to the Offered Notes in reliance on Rule 167 or 426 under the Act, nor shall the Depositor or any Underwriter disseminate any Free Writing Prospectus “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under the Act.

(d) Each Underwriter and the Depositor represent that each Free Writing Prospectus distributed by it shall bear the following legend, or a substantially similar legend that complies with Rule 433 under the Act:

The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity, and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free (800) 294-1322.

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(e) In the event that the Depositor or World Omni becomes aware that, as of the Time of Sale, any Time of Sale Information contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in light of the circumstances under which they were made, not misleading (a “Defective Prospectus”), such entity shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters, at the expense of the Underwriters if such untrue statement or omission relates solely to Underwriter Information, and otherwise at the expense of the Depositor, a Corrected Prospectus.

(f) Each Underwriter represents, warrants, covenants and agrees with the Depositor that:

(i) Other than the Preliminary Prospectus and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act; provided, however , that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than, and the Underwriter conveying such information represents that such written communication contains no more than, the following: (1) the information in any Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor, (2) information relating to the class, size, rating, CUSIPS, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Offered Notes, (3) the servicer clean up call, (4) the eligibility of the Offered Notes to be purchased by ERISA plans, (5) Prepricing Information, (6) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for each Underwriter’s retention) and/or expected pricing parameters of the Offered Notes and (7) Intex.cdi files (each such written communication, a “Permitted Underwriter Communication”); and (ii) each Underwriter will be permitted to provide confirmations of sale; provided , however, that no Underwriter has or may distribute any information described in subclauses (1) through (7) above that would be “issuer information” as defined in Rule 433 under the Act other than (A) information that has already been filed with the Commission, (B) preliminary terms of the Offered Notes not required to be filed with the Commission and (C) information relating to the final terms of the Offered Notes required to be filed with the Commission within two days of the later of the date such final terms have been established for all classes of the Offered Notes and the date of first use of such information pursuant to Rule 433(b)(5)(ii) under the Act.

(ii) In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but

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not limited to Rules 164 and 433 under the Act and the requirements thereunder for retention of Free Writing Prospectuses, including retaining any Free Writing Prospectuses it has used but which are not required to be filed for the required period.

(iii) Prior to entering into any Contract of Sale, the applicable Underwriter shall convey the Time of Sale Information to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

(iv) If a Defective Prospectus has been corrected with a Corrected Prospectus delivered to such Underwriter subsequent to the original Time of Sale and prior to the Closing Date, it shall (A) deliver the Corrected Prospectus to each investor with whom it entered into a Contract of Sale and that received the Defective Prospectus from it prior to entering into a new Contract of Sale with such investor and (B) enter into new Contracts of Sale on the terms described in the Corrected Prospectus with each of such investors or, for those investors who do not enter into new Contracts of Sale, terminate the old Contracts of Sale.

(g) Each Underwriter shall