EXECUTION
VERSION


 


 






 


SALE
AND SERVICING AGREEMENT


 


among


 


WORLD
OMNI AUTO RECEIVABLES TRUST 2014-A

Issuing Entity,


 


WORLD
OMNI AUTO RECEIVABLES LLC,

Depositor,


 


and


 


WORLD
OMNI FINANCIAL CORP.,

Servicer


 


Series
2014-A


 


Dated
as of April 23, 2014




 


 






 






    	 



    	 



    

 


TABLE
OF CONTENTS 



 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	Section 1.01	Definitions	1
	 	 	 
	ARTICLE II CONVEYANCE OF RECEIVABLES	1
	Section 2.01	Conveyance of Initial Receivables	1
	Section 2.02	Intention of Parties	2
	Section 2.03	Conveyance of Subsequent Receivables	3
	 	 	 
	ARTICLE III THE RECEIVABLES	5
	Section 3.01	Representations and Warranties of World Omni with Respect to the Receivables	5
	Section 3.02	Repurchase upon Breach	9
	Section 3.03	Custody of Receivable Files	9
	Section 3.04	Duties of Servicer as Custodian	10
	Section 3.05	Instructions; Authority To Act	10
	Section 3.06	Custodian’s Indemnification	11
	Section 3.07	Effective Period and Termination	11
	 	 	 
	ARTICLE IV ADMINISTRATION AND SERVICING OF RECEIVABLES	11
	Section 4.01	Duties of Servicer	11
	Section 4.02	Collection and Allocation of Receivable Payments	12
	Section 4.03	Realization upon Receivables	12
	Section 4.04	Physical Damage Insurance	12
	Section 4.05	Maintenance of Security Interests in Financed Vehicles	13
	Section 4.06	Covenants of Servicer	13
	Section 4.07	Purchase of Receivables upon Breach	13
	Section 4.08	Servicing Fee	13
	Section 4.09	Servicer’s Certificate	14
	Section 4.10	Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment; Notice of Default	14
	Section 4.11	Annual Independent Certified Public Accountants’ Report	15
	Section 4.12	Access to Certain Documentation and Information Regarding Receivables	15
	Section 4.13	Servicer Expenses	15
	Section 4.14	Appointment of Subservicer	15
	Section 4.15	[Reserved]	15
	Section 4.16	Exchange Act Certifications	16
	 	 	 
	ARTICLE V TRUST ACCOUNTS;
    DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS	16
	Section 5.01	Establishment of Trust Accounts	16
	Section 5.02	Collections	20
	Section 5.03	Application of Collections	20


 




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	Section 5.04	Advances	20
	Section 5.05	Additional Deposits	20
	Section 5.06	Distributions	20
	Section 5.07	Reserve Account	22
	Section 5.08	Statements to Noteholders and Certificateholders	23
	Section 5.09	Net Deposits	25
	Section 5.10	Transfer of Certificates	25
	 	 	 
	ARTICLE VI THE DEPOSITOR	25
	Section 6.01	Representations of Depositor	25
	Section 6.02	Limited Liability Company Existence	27
	Section 6.03	Liability of Depositor; Indemnities	27
	Section 6.04	Merger or Consolidation of, or Assumption of Obligations of Depositor	29
	Section 6.05	Limitation on Liability of Depositor and Others	30
	Section 6.06	Depositor May Own Notes	30
	Section 6.07	Security Interest	30
	 	 	 
	ARTICLE VII THE SERVICER	30
	Section 7.01	Representations of Servicer	30
	Section 7.02	Indemnities of Servicer	31
	Section 7.03	Merger or Consolidation of, or Assumption of Obligations of, Servicer	32
	Section 7.04	Limitation on Liability of Servicer and Others	33
	Section 7.05	World Omni Not To Resign as Servicer	33
	 	 	 
	ARTICLE VIII DEFAULT	33
	Section 8.01	Servicer Default	33
	Section 8.02	Appointment of Successor	35
	Section 8.03	Notification to Noteholders and Certificateholders	35
	Section 8.04	Waiver of Past Defaults	36
	Section 8.05	Payment of Servicing Fees; Repayment of Advances	36
	 	 	 
	ARTICLE IX TERMINATION	36
	Section 9.01	Optional Purchase of All Receivables	36
	 	 	 
	ARTICLE X MISCELLANEOUS	37
	Section 10.01	Amendment	37
	Section 10.02	Protection of Title to Trust	38
	Section 10.03	Notices	40
	Section 10.04	Assignment by the Depositor or the Servicer	40
	Section 10.05	Limitations on Rights of Others	40
	Section 10.06	Severability	41
	Section 10.07	Separate Counterparts	41
	Section 10.08	Headings	41
	Section 10.09	Governing Law	41
	Section 10.10	Assignment by Issuing Entity	41


 




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	Section 10.11	Nonpetition Covenants	41
	Section 10.12	Limitation of Liability of Owner Trustee and Indenture Trustee	42
	Section 10.13	Regulation AB	42
	Section 10.14	Notices to the Rating Agencies	43


 


	SCHEDULE A	Schedule of Receivables
	SCHEDULE B	Location of Receivable Files
	EXHIBIT A	Form of Distribution Statement to Noteholders
	EXHIBIT B	Form of Servicer’s Certificate
	EXHIBIT C	Form of Initial SSA Assignment
	EXHIBIT D	Form of Subsequent Transfer SSA Assignment
	APPENDIX A	Definitions and Rules of Construction
	APPENDIX B	Additional Representations and Warranties


 




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SALE AND
SERVICING AGREEMENT


 


This
SALE AND SERVICING AGREEMENT is dated as of April 23, 2014, among WORLD OMNI AUTO RECEIVABLES TRUST 2014-A, a Delaware statutory
trust (the “Issuing Entity”), WORLD OMNI AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”),
as depositor, and WORLD OMNI FINANCIAL CORP., a Florida corporation (“World Omni” or the “Servicer”).


 


WHEREAS,
World Omni has sold the Initial Receivables, and has agreed to sell Subsequent Receivables, if any, to the Depositor pursuant
to the Receivables Purchase Agreement;


 


WHEREAS,
World Omni Auto Receivables LLC, as depositor, desires to sell the Initial Receivables and Subsequent Receivables, if any, to
the Issuing Entity and the Issuing Entity desires to purchase such receivables; and


 


WHEREAS,
the Servicer is willing to service, to make representations and warranties and to make certain repurchase representations with
respect to such Receivables;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


Section
1.01         Definitions. Certain capitalized terms used in the above
recitals and in this Agreement are defined in and shall have the respective meanings assigned them in Part I of Appendix
A to this Agreement. All references herein to “the Agreement” or “this Agreement” are
to this Sale and Servicing Agreement as it may be amended, supplemented (whether by Subsequent Transfer SSA Assignment, if any,
or otherwise) or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such
Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of
this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall
be applicable to this Agreement.


 


ARTICLE
II

CONVEYANCE OF RECEIVABLES


 


Section
2.01         Conveyance of Initial Receivables. In consideration of
the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date
the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject
to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C
(the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired,
and wherever located, in and to the following:


 




    	 



    	 



    

 


(a)          the
Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all
of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust
and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date;


 


(b)          the
security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables
and any other interest of the Depositor in such Financed Vehicles;


 


(c)          any
proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies
covering such Financed Vehicles or Obligors;


 


(d)          any
Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor,
the Servicer or the Trust;


 


(e)          all
funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to
time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding
Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit,
the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments
and proceeds thereof (including all income thereon);


 


(f)          the
Receivables Purchase Agreement;


 


(g)          all
“accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as
such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing;
and


 


(h)          the
proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing
items (a) through (h) shall not include the Notes and Certificates.


 


Section
2.02         Intention of Parties. It is the intention of the
Depositor and the Issuing Entity that the assignment and transfer contemplated herein constitute
(and shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of the
Initial Receivables and the other property of the Depositor specified in Section 2.01 hereof, conveying good title
thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that
such conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this
conveyance constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and
complete sale), the Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority
perfected security interest in all of the Depositor’s right, title and interest in, to and under the Initial
Receivables and the other property of the Depositor specified in Section 2.01 hereof whether now existing or hereafter
created and all proceeds of the foregoing to secure the loan deemed to be made in connection with such pledge and, in such
event, this Agreement shall constitute a security agreement under applicable law.


 






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Section
2.03         Conveyance of Subsequent
Receivables. 


 


(a)          If
there is a Funding Period, subject to satisfaction of the conditions set forth in Section 2.03(b) below, in consideration
of the Issuing Entity’s delivery on the related Subsequent Transfer Date,
if any, to or upon the order of the Depositor of the amount described in Section
5.01(d) to be delivered to the Depositor and the increase in the value of the Certificates as a result of such sale,
the Depositor does hereby agree to sell, transfer, assign, set over and otherwise
convey to the Issuing Entity, without recourse (except as provided in Section
3.02), pursuant to an assignment in substantially the form of Exhibit D (a “Subsequent Transfer SSA Assignment”),
all right, title and interest of the Depositor in, to and under:


 


		(i)	the
                                         Subsequent Receivables identified in the Subsequent Transfer SSA Assignment (all of which
                                         are identified in World Omni’s computer files by a code indicating such Subsequent
                                         Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies
                                         received thereon and in respect thereof after the related Subsequent Cutoff Date;



 


		(ii)	the
                                         security interests in, and the liens on, the Financed Vehicles granted by Obligors in
                                         connection with the Subsequent Receivables and any other interest of the Depositor in
                                         the Financed Vehicles;



 


		(iii)	any
                                         proceeds with respect to the Subsequent Receivables from claims on any physical damage,
                                         credit life or disability insurance policies covering the Financed Vehicles or Obligors;



 


		(iv)	any
                                         Financed Vehicle that shall have secured a Subsequent Receivable and shall have been
                                         acquired by or on behalf of the Depositor, the Servicer or the Trust;



 


		(v)	all
                                         “accounts,” “chattel paper,” “general intangibles”
                                         and “promissory notes” (as such terms are defined in the Uniform Commercial
                                         Code as from time to time in effect) constituting or relating to the foregoing; and



 


		(vi)	the
                                         proceeds of any and all of the foregoing (including Liquidation Proceeds); provided,
                                         however, that the foregoing items (i) through (vi) shall not include
                                         the Notes and Certificates.



 


It is the intention
of the Depositor and the Issuing Entity that the assignment and transfer contemplated by this Section 2.03 constitute (and
shall be construed and treated for all purposes, other than for tax purposes, as) a true and complete sale of such Subsequent
Receivables, if any, and the other property of the Depositor specified in Section 2.03(a) hereof, conveying good title
thereto free and clear of any liens and encumbrances, from the Depositor to the Issuing Entity. However, in the event that such
conveyance is deemed to be a pledge to secure a loan (in spite of the express intent of the parties hereto that this conveyance
constitutes, and shall be construed and treated for all purposes, other than for tax purposes, as a true and complete sale), the
Depositor hereby grants to the Issuing Entity, for the benefit of the Noteholders, a first priority perfected security interest
in all of the Depositor’s right, title and interest in, to and under the Subsequent Receivables, if any, and the other property
of the Depositor specified in Section 2.03(a) hereof whether now existing or hereafter created and all proceeds of the
foregoing to secure the loan deemed to be made in connection with such pledge and, in such event, this Agreement shall constitute
a security agreement under applicable law.


 




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(b)          If
there is a Funding Period, the Depositor shall transfer to the Issuing
Entity Subsequent Receivables and the other property and rights related thereto described
in Section 2.03(a) above only upon the satisfaction of each of the following conditions precedent on or prior to the related
Subsequent Transfer Date:


 


		(i)	the
                                         Funding Period shall not have terminated;



 


		(ii)	each
                                         of the representations and warranties made by the Depositor
                                         pursuant to Section 3.01 with respect
                                         to such Subsequent Receivables shall be true and correct as of the related Subsequent
                                         Transfer Date with the same effect as if then made, and the Depositor
                                         shall have performed all obligations to be performed by it hereunder on or prior to such
                                         Subsequent Transfer Date;



 


		(iii)	the
                                         Depositor
                                         shall have delivered to the Owner Trustee and the Indenture Trustee a duly executed Subsequent
                                         Transfer SSA Assignment, including the Schedule of Receivables (which schedule shall
                                         be deemed to supplement the existing Schedule of Receivables in effect at such time);



 


		(iv)	the
                                         applicable Reserve Account Subsequent Transfer Deposit for such Subsequent Transfer Date
                                         shall have been deposited in the Reserve Account pursuant to Section 5.01(d);



 


		(v)	the
                                         Depositor
                                         shall, at its own expense, on or prior to each Subsequent Transfer Date, indicate in
                                         its computer files that the Subsequent Receivables conveyed on such date have been sold
                                         to the Issuing Entity pursuant to this
                                         Agreement and the related Subsequent Transfer SSA Assignment;



 


		(vi)	the
                                         Depositor
                                         shall have taken any action required to maintain the first priority perfected ownership
                                         interest of the Issuing Entity in the
                                         Owner Trust Estate and the first priority perfected security interest of the Indenture
                                         Trustee in the Collateral;



 






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		(vii)	the
                                         Receivables in the Trust (after giving effect to the conveyance of the Subsequent Receivables
                                         to the Trust on such Subsequent Transfer Date) shall meet the following criteria: (A) the
                                         weighted average Annual Percentage Rate of the Receivables in the Trust shall not be
                                         less than [RESERVED]%,
                                         (B) not less than [RESERVED]%
                                         of the Aggregate Starting Principal Balance of the Receivables shall represent financings
                                         of new Financed Vehicles, (C) no Subsequent Receivable shall have a remaining term
                                         in excess of [RESERVED] months, (D) the
                                         weighted average original term to maturity of the Receivables in the Trust shall not
                                         be greater than [RESERVED] months,
                                         (E) not less than [RESERVED]% of Aggregate
                                         Starting Principal Balance of the Receivables shall represent financings of Toyota vehicles,
                                         (F) the weighted average FICO score of the Receivables in the Trust shall not be less
                                         than [RESERVED] and (G) such other
                                         criteria as may be required by the Rating Agencies;



 


		(viii)	the
                                         Depositor
                                         shall have delivered to the Indenture Trustee and the Owner Trustee an Officers’
                                         Certificate confirming the satisfaction of the conditions specified in this Section
                                         2.03(b); and



 


		(ix)	the
                                         Depositor
                                         shall have delivered to the Trust, the Indenture Trustee and the Rating Agencies an Opinion
                                         of Counsel with respect to the transfer of such Subsequent Receivables substantially
                                         in the form of the Opinion of Counsel delivered to the Rating Agencies on the Closing
                                         Date.



 


(c)          If
there is a Funding Period, the Depositor covenants to transfer to the Issuing
Entity pursuant to Section 2.03(a) before the termination of the Funding Period
Subsequent Receivables with an aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount
for such Subsequent Receivables as of the related Subsequent Cutoff Date equal to approximately the result of the Pre-Funding
Account Initial Deposit divided by [RESERVED]% to the extent such Receivables were transferred to the Depositor under the Receivables
Purchase Agreement.


 


ARTICLE
III

THE RECEIVABLES


 


Section
3.01         Representations and Warranties of World Omni with Respect to the
Receivables. On the Closing Date and each Subsequent Transfer Date, if any, World Omni, which sold the Receivables
specified in the related SSA Assignment on such date, hereby makes the representations and warranties set forth in Appendix
B hereto and hereby represents and warrants to the other parties hereto and to the Noteholders, with respect to such Receivables
as of the applicable Cutoff Date:


 


(a)          Characteristics
of Receivables. Each Receivable (1) (A) was originated in the United States of America by a Dealer for the retail sale of
a Financed Vehicle in the ordinary course of such Dealer’s business, was fully and properly executed by the parties thereto,
and was purchased by World Omni from such Dealer under an existing dealer agreement, (B) was originated by World Omni, or (C)
was originated by an independent third party and acquired by World Omni, (2) contains customary and enforceable provisions such
that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the
security, and (3) provides for level monthly payments (provided, that the payment in the first or last month in the life
of the Receivable may be minimally different from the level payments and that certain of the Receivables did not require a payment
to be made for up to six months from the date of execution of the contract) that fully amortize the Amount Financed by maturity
and yield interest at the Annual Percentage Rate.


 




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(b)          Schedule
of Receivables. The information set forth in the Schedule of Receivables is true and correct in all material respects as of
the close of business on the applicable Cutoff Date, and no selection procedures believed by World Omni to be adverse to the Noteholders
were utilized in selecting the Receivables. The computer tape or other listing regarding the Receivables made available to the
Issuing Entity and its assigns (which computer tape or other listing is required to be delivered as specified herein) is true
and correct in all material respects.


 


(c)          Compliance
with Law. To the best of World Omni’s knowledge, each Receivable, the sale of the Financed Vehicle and the sale of any
related insurance policies thereon financed by the Receivables complied at the time it was originated or made and, at the execution
of this Agreement, complies in all material respects with all requirements of applicable federal, state and local laws and regulations
thereunder, including usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Consumer Financial
Protection Bureau’s Regulations B and Z, and State adaptations of the National Consumer Act and of the Uniform Consumer
Credit Code, and other consumer credit laws and equal credit opportunity and disclosure laws.


 


(d)          Binding
Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor,
enforceable by the holder thereof in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’
rights in general, and except as such enforceability may be limited by general principles of equity (whether considered in a suit
at law or in equity).


 


(e)          No
Government Obligor. None of the Receivables are due from the United States of America or any State or from any agency, department
or instrumentality of the United States of America or any State.


 


(f)          Security
Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured
by a validly perfected first priority security interest in the related Financed Vehicle in favor of World Omni as secured party
or all necessary and appropriate actions have been commenced that would result in the valid perfection of a first priority security
interest in the Financed Vehicle in favor of the Depositor as secured party and is assignable by World Omni to the Depositor,
by the Depositor to the Issuing Entity and by the Issuing Entity to the Indenture Trustee.


 


(g)          Receivables
in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the
lien granted by the related Receivable in whole or in part.


 


(h)          No
Amendments. No Receivable has been amended such that the amount of the Obligor’s scheduled payments has been increased.


 




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(i)         No
Waiver. No provision of a Receivable has been waived, other than a discretionary waiver of a late payment charge or any other
fees that may be collected in the ordinary course of servicing a Receivable or in connection with any extension which is reflected
in the Servicer’s computer system.


 


(j)         No
Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or, to World Omni’s knowledge, threatened
with respect to any Receivable.


 


(k)         No
Liens. To the best of World Omni’s knowledge, no liens or claims have been filed for work, labor or materials relating
to a Financed Vehicle that are liens prior to, or equal to or coordinate with, the security interest in the Financed Vehicle granted
by any Receivable.


 


(l)         No
Default. No Receivable has a payment for which $40 or more is more than 30 days overdue as of the applicable Cutoff Date,
and, except as permitted in this paragraph, to the best of World Omni’s knowledge, no default, breach, violation or event
permitting acceleration under the terms of any Receivable has occurred and no continuing condition that with notice or the lapse
of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable has arisen;
and World Omni has not waived and, except as permitted hereby, shall not waive any of the foregoing.


 


(m)         Insurance.
World Omni, in accordance with its customary servicing procedures, has determined that, at the origination of the Receivable,
the Obligor had obtained physical damage insurance covering the Financed Vehicle. Under the terms of the Receivable the Obligor
is required to maintain physical damage insurance covering the Financed Vehicle and have World Omni named as the loss payee.


 


(n)          Title.
It is the intention of World Omni that the transfer and assignment contemplated in the Receivables Purchase Agreement constitute
a sale of the Receivables from World Omni to World Omni Auto Receivables LLC and that the beneficial interest in and title to
the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against World
Omni under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by World Omni to any Person other
than the Depositor. Immediately prior to the transfer and assignment contemplated in the Receivables Purchase Agreement, World
Omni had good and marketable title to each Receivable free and clear of all Liens, encumbrances, security interests and rights
of others and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each Receivable, free
and clear of all Liens, encumbrances, security interests and rights of others; and the transfer has been perfected under the UCC
except, in each case, for liens and encumbrances that will be released concurrent with the transfer of Receivables pursuant to
the Receivables Purchase Agreement. It is the intention of the Depositor that the transfer and assignment herein contemplated
constitute a sale of the Receivables from the Depositor to the Issuing Entity and that the beneficial interest in and title to
the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the
Depositor under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person
other than the Issuing Entity. Immediately prior to the transfer and assignment herein contemplated, the Depositor had good and
marketable title to each Receivable free and clear of all Liens, encumbrances, security interests and rights of others and, immediately
upon the transfer thereof, the Issuing Entity shall have good and marketable title to each Receivable, free and clear of all Liens,
encumbrances, security interests and rights of others; and the transfer has been perfected under the UCC.


 




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(o)          Lawful
Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer
and assignment of such Receivable under this Agreement or the Indenture is unlawful, void or voidable.


 


(p)          All
Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first perfected
ownership interest in the Receivables, and to give the Indenture Trustee a first perfected security interest therein, shall have
been made.


 


(q)          One
Original. There is only one executed original of each Receivable.


 


(r)          Maturity
of Receivables. In the case of Initial Receivables, each such Receivable has a final maturity date not later than July 9,
2020. In the case of Subsequent Receivables, if any, each such Receivable has a final maturity date not later than [RESERVED].


 


(s)          Scheduled
Payments. As of the Initial Cutoff Date, each Receivable being
purchased on the Closing Date had a first scheduled due date on or prior to the end of the third month immediately following
such Initial Cutoff Date. As of the applicable Subsequent Cutoff Date, if any,
each Subsequent Receivable being purchased during the Funding Period had or will have
a first scheduled due date on or prior to the end of the third month immediately
following the applicable Subsequent Cutoff Date.


 


(t)          Location
of Receivable Files. The Receivable Files are, and will be, kept at the locations listed in Schedule B or at such other
office or location as shall be specified to the Issuing Entity and the Indenture Trustee by written notice prior to any change
in location together with the Opinion of Counsel required by Section 10.02(j).


 


(u)          Outstanding
Principal Balance. Each Receivable has an outstanding principal balance of at least $500.


 


(v)          No
Bankruptcies. No Obligor on any Receivable was noted in the Servicer’s computer system as having filed for bankruptcy.


 


(w)         No
Repossessions. No Receivable was secured by a Financed Vehicle that had been repossessed without reinstatement of the related
contract.


 


(x)          Chattel
Paper. Each Receivable constitutes “tangible chattel paper” as defined in the UCC.


 


(y)          Computer
Records. World Omni and the Depositor will cause their accounting and computer records to be marked to indicate the sale and
assignment of the Receivables from World Omni to the Depositor and from the Depositor to the Trust.


 




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(z)          Code.
Each of the Receivables is identified on World Omni’s computer files by a code indicating the Receivables are owned by the
Trust and pledged to the Indenture Trustee. The Receivables are the only Contracts listed on the Schedule of Receivables, are
the only Contracts identified on World Omni’s computer files by such code, and are not identified on World Omni’s
computer files by any other code.


 


(aa)         Prepayment.
Each Receivable provides that a prepayment by the related Obligor will fully pay the principal balance and accrued interest through
the date of prepayment based on such Receivable’s Annual Percentage Rate.


 


Section
3.02         Repurchase upon Breach. The Depositor, the Servicer or
the Owner Trustee (on behalf of the Trust), as the case may be, shall inform the other parties to this Agreement and the Indenture
Trustee promptly, in writing, upon the discovery of any breach of World Omni’s representations and warranties made pursuant
to Section 3.01. Unless any such breach shall have been cured by the last day of the second Collection Period following
the discovery thereof by the Owner Trustee or receipt by the Owner Trustee of written notice from the Depositor or the Servicer
of such breach, World Omni shall be obligated to repurchase any Receivable materially and adversely affected by any such breach
as of such last day (or, at World Omni’s option, the last day of the first Collection Period following the discovery) and
World Omni shall deliver a revised Schedule of Receivables to the Depositor and the Trust which shall reflect the repurchase of
such Receivables). In consideration of the repurchase of any such Receivable, World Omni shall remit the Purchase Amount, in the
manner specified in Section 5.05. Subject to the provisions of Section 6.03, the sole remedy of the Issuing Entity,
the Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of representations
and warranties pursuant to Section 3.01 and the agreement contained in this Section shall be to require World Omni to repurchase
Receivables pursuant to this Section, subject to the conditions contained herein.


 


Section
3.03         Custody of Receivable Files. To assure uniform quality
in servicing the Receivables and to reduce administrative costs, the Issuing Entity hereby revocably appoints the Servicer, and
the Servicer hereby accepts such appointment, to act for the benefit of the Issuing Entity and the Indenture Trustee as custodian
of the following documents or instruments which are hereby or will hereby be constructively delivered to the Indenture Trustee,
as pledgee of the Issuing Entity, as of the Closing Date with respect to each Initial Receivable and as of the Subsequent Transfer
Date with respect to each Subsequent Receivable, if any:


 


(a)          the
fully executed original Contract of such Receivable;


 


(b)          the
credit application fully executed by the Obligor or such other information as the Servicer may keep on file in accordance with
its customary servicing procedures;


 


(c)          the
original certificate of title or such documents that the Servicer or the Depositor shall keep on file, in accordance with its
customary procedures, evidencing the security interest of World Omni in the Financed Vehicle; and


 




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(d)          any
and all other documents that the Servicer or the Depositor shall keep on file, in accordance with its customary procedures, relating
to a Receivable, an Obligor or a Financed Vehicle.


 


Section
3.04         Duties of Servicer as Custodian.


 


(a)          Safekeeping.
The Servicer shall hold the Receivable Files as custodian for the benefit of the Issuing Entity and maintain such accurate and
complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuing Entity to comply
with this Agreement. In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of skill
and attention that the Servicer exercises with respect to the receivable files relating to all comparable automotive receivables
that the Servicer services for itself. The Servicer shall promptly report to the Issuing Entity and the Indenture Trustee any
failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and
shall promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review
or any periodic review by the Issuing Entity or the Indenture Trustee of the Receivable Files.


 


(b)          Maintenance
of and Access to Records. The Servicer shall maintain each Receivable File at one of its offices, or at such other location,
in each case as specified in Schedule B or at such other office or location as shall be specified to the Issuing Entity
and the Indenture Trustee by written notice prior to any change in location together with the Opinion of Counsel required by Section
10.02(j).


 


The
Servicer shall provide to the Indenture Trustee access to any and all documentation regarding the Receivables in such cases where
the Indenture Trustee is required in connection with the enforcement of the rights of the Noteholders, or by applicable statutes
or regulations to review such documentation, such access being afforded without charge but only (a) upon reasonable request, (b)
during normal business hours, (c) subject to the Servicer’s normal security and confidentiality procedures and (d) at offices
designated by the Servicer. Nothing in this Section 3.04(b) shall derogate from the obligation of the Servicer or the Indenture
Trustee to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer
to provide access as provided in this Section 3.04(b) as a result of such obligation shall not constitute a breach of this
Section 3.04(b).


 


(c)          Release
of Documents. Upon instruction from the Indenture Trustee, the Servicer shall release any Receivable File to the Indenture
Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places
as the Indenture Trustee may designate, as soon as practicable.


 


Section
3.05         Instructions; Authority To Act. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed
by a Trust Officer of the Indenture Trustee.


 




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Section
3.06         Custodian’s Indemnification. The Servicer as custodian
shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees
and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever
that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their
respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the
maintenance and custody by the Servicer as custodian of the Receivable Files; provided, however, that the Servicer
shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith
or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such
amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee.


 


Section
3.07         Effective Period and Termination. The Servicer’s
appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until
terminated pursuant to this Section. If World Omni shall resign as Servicer in accordance with the provisions of this Agreement
or if all of the rights and obligations of any Servicer shall have been terminated under Section 8.01, the appointment
of such Servicer as custodian may be terminated by the Indenture Trustee or by the Holders of the Controlling Securities evidencing
not less than 25% of the Outstanding Amount of the Controlling Securities or, with the consent of Holders of the Controlling Securities
evidencing not less than 25% of the Outstanding Amount of the Controlling Securities, by the Owner Trustee, in the same manner
as the Indenture Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 8.01. As
soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture
Trustee or the Indenture Trustee’s agent at such place or places as the Indenture Trustee may reasonably designate.


 


ARTICLE
IV

ADMINISTRATION AND SERVICING OF RECEIVABLES


 


Section
4.01         Duties of Servicer. The Servicer, for the benefit of the
Issuing Entity (to the extent provided herein), shall manage, service, administer and receive collections on the Receivables (other
than Purchased Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect
to all comparable automotive receivables that it services for itself or others. The Servicer’s duties shall include collection
and posting of all payments, making Advances, responding to inquiries of Obligors on such Receivables, investigating delinquencies,
sending invoices to Obligors, reporting tax information to Obligors, accounting for collections, paying the fee of the Administrator
out of its own funds pursuant to Section 1.03 of the Administration Agreement and furnishing a Servicer’s Certificate
to the Indenture Trustee. Subject to the provisions of Section 4.02, the Servicer shall follow its customary standards,
policies and procedures in performing its duties as Servicer. Without limiting the generality of the foregoing, the Servicer is
authorized and empowered to execute and deliver, on behalf of itself, the Issuing Entity, the Owner Trustee, the Indenture Trustee,
the Certificateholders and the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or partial
or full release or discharge, and all other comparable instruments, with respect to such Receivables or to the Financed Vehicles
securing such Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing Entity (in the
case of a Receivable other than a Purchased Receivable) shall thereupon be deemed to have automatically assigned, solely for the
purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the
Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce
such Receivable, the Owner Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable,
including bringing suit in its name or the name of the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders.
The Owner Trustee shall upon the written request of the Servicer furnish the Servicer with any powers of attorney and other documents,
in forms provided to it, reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder.


 






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Section
4.02         Collection and Allocation of Receivable Payments. The
Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as
and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable automotive
receivables that it services for itself or others. The Servicer shall allocate collections as set forth in Section 5.03.
The Servicer may grant extensions (although not more than six for the life of any Receivable (excluding the Servicer’s Payment
Extension Program)), rebates or adjustments on a Receivable, which shall not, for the purposes of this Agreement, modify the day
of the month on which payment is due (except in connection with a limited number of accommodations for Obligors of occasional
requests in accordance with the Servicer’s customary servicing procedures) or change the method under which scheduled payments
of interest are computed on such Receivable (other than with respect to the Servicer’s Payment Extension Program); provided,
however, that if the Servicer extends the date for final payment by the Obligor of any Receivable beyond the Final Scheduled
Maturity Date, it shall promptly repurchase the Receivable from the Issuing Entity in accordance with the terms of Section
4.07. The Servicer shall not retain any fees in connection with any extension of a Receivable but shall instead deposit such
fees into the Collection Account within two Business Days of receipt (including receipt of proper instructions regarding where
to allocate such payment). The Servicer may in its discretion waive any late payment charge or any other fees that may be collected
in the ordinary course of servicing a Receivable. The Servicer shall not agree to any alteration of the interest rate or the originally
scheduled payments on any Receivable, other than as provided herein or as required by law.


 


Section
4.03         Realization upon Receivables. On behalf of the Issuing
Entity, the Servicer shall use commercially reasonable efforts, consistent with its customary servicing procedures, to repossess
or otherwise convert the ownership of the Financed Vehicle securing any Receivable as to which the Servicer shall have determined
eventual payment in full is unlikely. The Servicer shall follow such customary and usual practices and procedures as it shall
deem necessary or advisable in its servicing of automotive receivables, which may include selling the Financed Vehicle at public
or private sale. The Servicer is hereby authorized to exercise its discretion, consistent with its customary servicing procedures
and the terms of this Agreement, in servicing Defaulted Receivables so as to maximize the realization of those Defaulted Receivables,
including the discretion to choose to sell or not to sell any of the Defaulted Receivables. The Servicer shall not be liable for
any such exercise of its discretion made in good faith.


 


Section
4.04         Physical Damage Insurance. To the extent applicable, the
Servicer shall not take any action that would result in noncoverage under such physical damage insurance policy which, but for
the actions of the Servicer, would have been covered thereunder. Any amounts collected by the Servicer under any physical damage
insurance policy shall be deposited in the Collection Account pursuant to Section 5.02. The parties hereto acknowledge
that the Servicer shall not force place any insurance coverage.


 






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Section
4.05         Maintenance of Security Interests in Financed Vehicles.
The Servicer shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection
of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take
such steps as are necessary to re-perfect such security interest on behalf of the Issuing Entity and the Indenture Trustee in
the event of the relocation of a Financed Vehicle or for any other reason.


 


Section
4.06         Covenants of Servicer. The Servicer shall not release
the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except
in the event of (i) payment by the Obligor (a) in full or (b) in part with a remaining total payment shortage amount which, according
to the Servicer’s customary procedures, does not exceed the amount of total payment shortage that would permit the Servicer
to release the related Financed Vehicle from the security interest or (ii) repossession, nor shall the Servicer impair the rights
of the Issuing Entity, the Indenture Trustee, the Certificateholders or the Noteholders in such Receivable.


 


Section
4.07         Purchase of Receivables upon Breach. The Servicer or the
Owner Trustee, on behalf of the Trust, shall inform the other party and the Indenture Trustee and the Depositor promptly, in writing,
upon the discovery of any breach pursuant to Section 4.02, 4.05, 4.06 or 7.01. Unless the breach shall
have been cured by the last day of the second Collection Period following such discovery or written notice (or, at the Servicer’s
election, the last day of the first following Collection Period), the Servicer shall purchase any Receivable materially and adversely
affected by such breach as of such last day and the Servicer shall deliver a revised Schedule of Receivables to the Depositor
and the Trust, which shall reflect the repurchase of such Receivables. In consideration of the purchase of any such Receivable
pursuant to the preceding sentence, the Servicer shall remit the Purchase Amount in the manner specified in Section 5.05.
Subject to Section 7.02, the sole remedy of the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholders
or the Noteholders with respect to a breach pursuant to Section 4.02, 4.05, 4.06 or 7.01 shall be
to require the Servicer to purchase Receivables pursuant to this Section. The Owner Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.


 


Section
4.08         Servicing Fee. The Servicing Fee for a Payment Date shall
equal the product of (a) one-twelfth, (b) the Servicing Fee Rate and (c) the aggregate Principal Balance of the Receivables as
of the first day of the related Collection Period; provided, however, that the Servicing Fee on the initial
Payment Date shall be prorated to compensate for the length of the initial Collection Period being longer than one month and will
be equal to $1,234,087.53. The Servicer shall also be entitled to all reimbursements for Advances as set forth in Section 5.04,
Supplemental Servicing Fees collected (from whatever source) on the Receivables, the amount of any Servicing Fee due but not distributed
to the Servicer on a prior Payment Date (including any amounts previously deferred by the Servicer as provided in this Section 4.08)
plus any reimbursement pursuant to the last paragraph of Section 7.02. The Servicer may, as long as it believes that sufficient
collections will be available from interest collections on one or more future Payment Dates to pay the Servicing Fee, by notice
to the Indenture Trustee on or before a Payment Date, elect to defer all or a portion of the Servicing Fee with respect to the
related Collection Period, without interest. If the Servicer defers all of the Servicing Fee, the Servicing Fee for such related
Collection Period will be deemed to equal zero.


 






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Section
4.09         Servicer’s Certificate. On or prior to the close
of business on each Payment Determination Date, the Servicer shall deliver a Servicer’s Certificate pursuant to Section
5.08. Receivables to be purchased by the Servicer or to be repurchased by World Omni or the Depositor shall be identified
by the Servicer by account number with respect to such Receivable (as specified in the Schedule of Receivables).


 


Section
4.10         Annual Statement as to Compliance; Item 1122 Servicing Criteria Assessment;
Notice of Default.


 


(a)          To
the extent required by Regulation AB, the Servicer shall deliver (and shall cause each of its Reporting Subcontractors, if any,
to deliver) to the Owner Trustee, the Indenture Trustee and the Swap Counterparty, if any, on or before the date that is 90 days
after the end of each calendar year, commencing with the calendar year ended December 31, 2014, an Officer’s Certificate
as required under Item 1123 of Regulation AB, dated as of December 31 of the preceding year, stating that (i) a review of the
activities of the Servicer during the preceding calendar year (or such shorter period as shall have elapsed since the Closing
Date) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the best of
such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all
material respects throughout such reporting period, or, if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and status thereof. The Servicer shall send a copy
of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the
report referred to in Section 4.11 may be obtained by any Certificateholder or Noteholder by a request in writing to the
Owner Trustee addressed to the Corporate Trust Office. Upon the request of the Owner Trustee, the Indenture Trustee will promptly
furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.


 


(b)          The
Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before the date that is 90 days after the end of
each calendar year, commencing with the calendar year ended December 31, 2014, a report, dated as of December 31 (or other applicable
date) of the preceding year, regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as described
in Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Deliveries pursuant to this Section 4.10(b)
may be delivered by electronic mail.


 


(c)          The
Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge
thereof, but in no event later than five (5) Business Days thereafter, unless such default shall have been cured prior to such
date, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both,
would become a Servicer Default under Section 8.01(a) or (b).


 




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Section
4.11         Annual Independent Certified Public Accountants’ Report.
The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer
or to its Affiliates, to deliver to the Servicer (who shall promptly provide the assessment described in this Section 4.11(a)
to the Rating Agencies), the Indenture Trustee, the Owner Trustee and the Swap Counterparty, if any, on or before the date
that is 90 days after the end of the Servicer’s fiscal year, commencing with the fiscal year ended December 31, 2014, a
report, dated as of December 31 of the preceding fiscal year, addressed to the board of directors of the Servicer, providing its
assessment of compliance with the Servicing Criteria during the preceding fiscal year, including disclosure of any material instance
of non-compliance, as described in Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122(b) of Regulation AB. Such attestation
shall be in accordance with Rule 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Deliveries
pursuant to this Section 4.11(a) may be delivered by electronic mail.


 


Section
4.12         Access to Certain Documentation and Information Regarding Receivables.
The Servicer shall provide to the Certificateholders and Noteholders access to the Receivable Files in such cases where the Certificateholders
or Noteholders shall be required by applicable statutes or regulations to review such documentation. Access shall be afforded
without charge, but only upon reasonable request and during the normal business hours at the offices of the Servicer. Nothing
in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not
constitute a breach of this Section.


 


Section
4.13         Servicer Expenses. The Servicer shall be required to pay
all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants,
taxes imposed on the Servicer and expenses incurred in connection with distributions and reports to Certificateholders and Noteholders.


 


Section
4.14         Appointment of Subservicer. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however,
that the Rating Agency Condition shall have been satisfied in connection therewith; and provided, further,
that the Servicer shall remain obligated and be liable to the Issuing Entity, the Owner Trustee, the Indenture Trustee,
the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions
hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent
and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and
expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and none of the Issuing
Entity, the Owner Trustee, the Indenture Trustee, the Certificateholders or the Noteholders shall have any responsibility therefor.
The Servicer shall give the Indenture Trustee written notice of any subservicer appointed hereunder,


 


Section
4.15         [Reserved].


 




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Section
4.16         Exchange Act Certifications. To the extent permitted by
Exchange Act Rules, the Servicer shall prepare, execute, file and deliver on behalf of the Issuing Entity any certification or
other instrument as required by Exchange Act Rules 13a-14 and 15d-14.


 


ARTICLE
V

TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS


 


Section
5.01         Establishment of Trust Accounts.


 


(a)          (i)  
The Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause to be established and maintained with
and in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.


 


(ii)         The
Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with and in the name of the Indenture
Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Noteholders.


 


(iii)        The
Servicer, for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any, shall cause to be established
and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”),
bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders, the Certificateholders
and the Swap Counterparty, if any.


 


(iv)         If
there is a Funding Period, the Servicer, for the benefit of the Noteholders, shall cause to be established and maintained with
and in the name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a
designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.


 


(v)          If
there is a Funding Period, the Servicer, for the benefit of the Noteholders and the Swap Counterparty, if any,
shall cause to be established and maintained with and in the name of the Indenture Trustee an Eligible Deposit Account (the “Negative
Carry Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit
of the Noteholders and the Swap Counterparty, if any.


 




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(b)          Funds
on deposit in the Collection Account, the Note Distribution Account, the Reserve Account, the Pre-Funding Account, if any, and
the Negative Carry Account, if any, (collectively the “Trust Accounts”) shall be invested by the Indenture
Trustee in Eligible Investments selected by the Servicer. In absence of written direction from the Servicer, such funds shall
be invested in Eligible Investments specified in clause (i) of the definition thereof. All such Eligible Investments shall
be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Swap Counterparty, if any,
as applicable; provided, that on each Payment Determination Date all interest and other Investment Earnings on funds
on deposit in the Trust Accounts shall be deposited into the Collection Account and shall be deemed to constitute a portion of
Available Funds for the related Payment Date. Other than as permitted by the Rating Agencies, funds on deposit in the Collection
Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account, if any, and the Negative Carry Account,
if any, shall be invested in Eligible Investments that will mature (A) not later than the Business Day immediately preceding the
next Payment Date or (B) on or before 10:00 a.m. on such next Payment Date if such investment is held in the corporate trust department
of the institution with which the Collection Account, the Reserve Account, the Note Distribution Account, the Pre-Funding Account,
if any, and the Negative Carry Account, if any, as applicable, is then maintained and is invested either (i) in a time deposit
of the Indenture Trustee rated at least A-1 by Standard & Poor’s and (if rated by Fitch) F-1 by Fitch (such account
being maintained within the corporate trust department of the Indenture Trustee), (ii) in the Indenture Trustee’s common
trust fund so long as such fund is rated in the highest applicable rating category by Standard & Poor’s and (if rated
by Fitch) Fitch or (iii) in Eligible Investments specified in clauses (g) or (i) of the definition thereof; and
provided that Eligible Investments shall be available for redemption and use by the Indenture Trustee on the relevant Payment
Date. In no event shall the Indenture Trustee be held liable for investment losses in Eligible Investments pursuant to this Section
5.01, except in its capacity as obligor thereunder.


 


(c)          (i)
The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part
of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit
of the Noteholders, the Certificateholders and the Swap Counterparty, if any, as the case may be. If, at any time, any of the
Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a
new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account.
The Indenture Trustee or the other Person holding the Trust Accounts as provided in this Section 5.01(c)(i) shall be the
“Securities Intermediary.” If the Securities Intermediary shall be a Person other than the Indenture Trustee,
the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in
this Section 5.01.


 


(ii)         With
respect to the Trust Account Property, the Securities Intermediary agrees, by its acceptance hereof, that:


 


(A)         The
Trust Accounts are accounts to which Financial Assets will be credited.


 


(B)         All
securities or other property underlying any Financial Assets credited to the Trust Accounts shall be registered in the name of
the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained
in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Trust Accounts be registered
in the name of the Trust, the Servicer or the Depositor, payable to the order of the Trust, the Servicer or the Depositor or specially
indorsed to the Owner Trustee, the Servicer or the Depositor except to the extent the foregoing have been specially indorsed to
the Securities Intermediary or in blank.


 




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(C)         All
property delivered to the Securities Intermediary pursuant to this Agreement will be promptly credited to the appropriate Trust
Account.


 


(D)         Each
item of property (whether investment property, Financial Asset, security, instrument or cash) credited to a Trust Account shall
be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the New York UCC.


 


(E)         If
at any time the Securities Intermediary shall receive any order from the Indenture Trustee directing transfer or redemption of
any Financial Asset relating to the Trust Accounts, the Securities Intermediary shall comply with such entitlement order without
further consent by the Trust, the Servicer, the Depositor or any other Person.


 


(F)         The
Trust Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For
purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction and the Trust Accounts (as
well as the securities entitlements (as defined in Section 8-102(a)(17) of the UCC) related thereto) shall be governed by the
laws of the State of New York.


 


(G)         The
Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with
any other person relating to the Trust Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to
comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other person and the Securities
Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Trust,
the Depositor, the Swap Counterparty, if any, the Servicer or the Indenture Trustee purporting to limit or condition the obligation
of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(c)(ii)(E) hereof.


 


(H)         Except
for the claims and interest of the Indenture Trustee and of the Trust in the Trust Accounts, the Securities Intermediary knows
of no claim to, or interest in, the Trust Accounts or in any Financial Asset credited thereto. If any other person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process)
against the Trust Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Indenture
Trustee, the Servicer, the Swap Counterparty, if any, and the Trust thereof.


 




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(I)         The
Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Trust
Accounts and/or any Trust Account Property simultaneously to each of the Servicer and the Indenture Trustee.


 


(iii)        The
Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee,
to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts for the purpose of permitting the Servicer
or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties
under the Indenture.


 


(d)          Pre-Funding
Account. On the Closing Date, the Depositor shall
deposit in the Pre-Funding Account $0.00 (the “Pre-Funding Account
Initial Deposit”) from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, if any, upon satisfaction
of the conditions set forth in Section 2.03(b) with respect to such transfer, the Servicer shall instruct the Indenture
Trustee to withdraw from the Pre-Funding Account (i) an amount equal to [RESERVED]%
of the result of the aggregate Starting Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent
Transfer Date less the Yield Supplement Overcollateralization Amount with respect to such Subsequent Receivables as of the related
Cutoff Date and (ii), on behalf of the Depositor, deposit into the Reserve Account a portion of such funds equal to the Reserve
Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute the remainder to or upon the
order of the Depositor as payment for such Subsequent Receivables.


 


If
the Pre-Funded Amount has not been reduced to zero on the Payment Date immediately following the calendar month in which the Funding
Period, if any, ends, the Servicer shall instruct the Indenture Trustee to transfer from the Pre-Funding Account on such Payment
Date any amount then remaining in the Pre-Funding Account to the Note Distribution Account for distribution in accordance with
Section 8.02(g) of the Indenture.


 


(e)          Negative
Carry Account. On the Closing Date, the Depositor shall deposit in the Negative
Carry Account $0.00 (the “Negative Carry Account Initial Deposit”)
from the net proceeds of the sale of the Notes. 


 


On
each Payment Date during the Funding Period, if any, the Servicer will instruct the Indenture Trustee to withdraw from the Negative
Carry Account (i) an amount equal to the Negative Carry Amount and deposit it into the Collection Account for application as Total
Available Funds for such Payment Date, and (ii) the excess of the amount on deposit in the Negative Carry Account, if any, over
the Required Negative Carry Account Balance (after withdrawal of the Negative Carry Amount for such Payment Date) and deposit
it into the Collection Account for application as Available Funds for such Payment Date. In addition, on the Payment Date following
the calendar month in which the last day of the Funding Period occurs, the Servicer will instruct the Indenture Trustee to withdraw
from the Negative Carry Account the amount remaining on deposit in the Negative Carry Account (after giving effect to all withdrawals
from the Negative Carry Account on that Payment Date) and deposit it into the Collection Account for application as Available
Funds for such Payment Date.


 




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Section
5.02         Collections. The Servicer shall remit to the Collection
Account (and post such amounts to its records) within two Business Days of receipt of payment (including receipt of proper instructions
regarding where to allocate such payment) all payments by or on behalf of the Obligors with respect to the Receivables (other
than Purchased Receivables) and all Liquidation Proceeds, both as collected during the Collection Period. Notwithstanding the
foregoing, for so long as (i) World Omni remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing
and (iii) the Rating Agency Condition is met, the Servicer shall remit such collections with respect to the preceding calendar
month to the Collection Account on the Payment Determination Date immediately preceding the related Payment Date. For purposes
of this Article V the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to
the Receivables by Persons other than the Servicer or the Depositor.


 


Section
5.03         Application of Collections. With respect to each Receivable
(other than a Purchased Receivable), payments by or on behalf of the Obligor shall be applied to interest and principal in accordance
with the Simple Interest Method.


 


Section
5.04         Advances. On each Payment Date, the Servicer shall deposit
into the Collection Account an amount (such amount, an “Advance”), if positive, equal to (1) the Total Required
Advances with respect to such Payment Date minus (2) the Outstanding Advance immediately following the preceding Payment Date.
On each Payment Date, the Servicer shall be reimbursed for Outstanding Advances in an amount, if positive, equal to (1) the Outstanding
Advances immediately following the preceding Payment Date minus (2) the Total Required Advances with respect to such Payment Date.
The Servicer shall not make any advance in respect of principal on the Receivables.


 


Section
5.05         Additional Deposits. The Servicer and the Depositor shall
deposit or cause to be deposited in the Collection Account the aggregate Purchase Amount with respect to Purchased Receivables
and the Servicer shall deposit therein all amounts to be paid under Section 9.01. The Servicer will deposit the aggregate
Purchase Amount with respect to Purchased Receivables when such obligations are due. The Servicer shall, if necessary, deposit
all Advances required to be made pursuant to Section 5.04 in the Collection Account on each Payment Date. All such other
deposits shall be made on the Payment Determination Date for the related Collection Period.


 


Section
5.06         Distributions.


 


(i)          On
or prior to the close of business on each Payment Determination Date, the Servicer shall calculate (A) all amounts required to
be deposited in the Note Distribution Account, (B) all amounts required to be distributed to the Certificateholders, (C) all amounts
required to be transferred from the Pre-Funding Account and the Negative Carry Account, if any, and (D) the net amount payable
by or to the Trust under the Interest Rate Swaps, if any.


 


(ii)         Except
as otherwise provided in clause (iii) below, on each Payment Date, the Servicer shall instruct the Indenture Trustee (based
on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant
to Section 4.09) to make the following deposits and distributions in the following order of priority, in each case, to
the extent of Total Available Funds, if any, remaining after application thereof pursuant to prior clauses:


 




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(A)         pro
rated to the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any;


 


(B)         pro
rata (a) to the Note Distribution Account, the Class A Noteholders’ Interest Distributable Amount and (b) to the applicable
Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust, if any;


 


(C)         to
the Note Distribution Account, the Noteholders’ First Priority Principal Distributable Amount;


 


(D)         to
the Note Distribution Account, the Class B Noteholders’ Interest Distributable Amount;


 


(E)         to
the Note Distribution Account, the Noteholders’ Second Priority Principal Distributable Amount;


 


(F)         to
the Reserve Account, the amount necessary to reinstate the balance in the Reserve Account up to the Required Reserve Amount;


 


(G)         to
the Note Distribution Account, an amount equal to the Noteholders’ Principal Distributable Amount minus any amounts allocated
to the Note Distribution Account pursuant to clauses (C) and (E) above;


 


(H)         pro
rated to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due
and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swap, if any; and


 


(I)         to
the Certificateholders, any remaining amounts; provided the Indenture Trustee has not received written instruction from
the Certificateholders of 100% percentage interest in the Certificates to redeposit all or a portion of such Total Available Funds
due such Certificateholders into the Collection Account.


 


The Holders
of 100% Percentage Interest of the Certificates will have the right, but not the obligation, in their sole discretion, to instruct
the Indenture Trustee in writing on or prior to the close of business on the related Payment Determination Date to retain in the
Collection Account all or a portion of distributions otherwise payable to them pursuant to clause (I) above. If the Certificateholders
make this election, these amounts will be treated as collections during the then current Collection Period and the Certificateholders
will have no claim to such amounts (unless distributed on a subsequent Payment Date pursuant to clause (I) above).


 


(iii)        In
the event Notes are declared to be due and payable following the occurrence of an Event of Default under the Indenture, Available
Funds will be distributed in the following order or priority:


 




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(A)         pro
rated to the applicable Swap Counterparty, the applicable Monthly Swap Payment Amount, if any;


 


(B)         pro
rata (a) to the Holders of the Class A Notes, the aggregate accrued and unpaid interest on each class of the Class A Notes and
(b) to the applicable Swap Counterparty, any Senior Swap Termination Payment Amount owed to such Swap Counterparty by the Trust,
if any;


 


(C)         if
the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under Section 5.01(a)(i)
or (ii) of the Indenture, to the Holders of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and
then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount
of such Notes;


 


(D)         to
the Holders of the Class B Notes, the accrued and unpaid interest on the Class B Notes;


 


(E)         if
the Notes have been declared to be due and payable as a result of occurrence of an Event of Default under the Indenture other
than as a result of default in payment of any interest on or principal of any Note in accordance with the Indenture, to the Holders
of the Class A-1 Notes, the aggregate Outstanding Amount of such Notes, and then to the Holders of the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, pro rata, the aggregate Outstanding Amount of such Notes;


 


(F)         to
the Holders of the Class B Notes, the Outstanding Amount of the Class B Notes;


 


(G)         pro
rated to the applicable Swap Counterparty, any Subordinate Swap Termination Payment Amount together with any other amount due
and payable by the Trust to such Swap Counterparty pursuant to the Interest Rate Swaps, if any; and


 


(H)         to
the Certificateholders, any remaining amounts.


 


Section
5.07         Reserve Account.


 


(a)          On
the Closing Date, the Indenture Trustee will deposit, on behalf of the Depositor, the Reserve Account Initial Deposit into the
Reserve Account.


 


(b)          If
the amount on deposit in the Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom
on such Payment Date) is greater than the Required Reserve Amount for such Payment Date, the Servicer shall instruct the Indenture
Trustee to withdraw such amount from the Reserve Account and apply it as Total Available Funds for such Payment Date.


 




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(c)          In
the event that the Total Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits
required pursuant to Sections 5.06(ii)(A), (B), (C), (D) and (E) on such Payment Date, the
Servicer shall instruct the Indenture Trustee to withdraw from the Reserve Account on such Payment Date an amount equal to such
shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Section
5.06(ii). In addition, amounts will be withdrawn from the Reserve Account as provided in Section 8.02(c) and (d)
of the Indenture.


 


(d)          Subject
to Section 9.01, amounts will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding
Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the aggregate Outstanding Amount
of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders,
any amount remaining on deposit in the Reserve Account shall be distributed to the Certificateholders.


 


Section
5.08         Statements to Noteholders and Certificateholders. On or
prior to the close of business on each Payment Determination Date, the Servicer shall provide to the Indenture Trustee (with a
copy to the Rating Agencies and the Swap Counterparty, if any) for the Indenture Trustee to post on its internet website pursuant
to Section 6.06 of the Indenture, a statement substantially in the form of Exhibit B, setting forth at least the
following information as to the Notes, to the extent applicable:


 


(a)          the
amount of such distribution allocable to principal allocable to each Class of Notes;


 


(b)          the
amount of such distribution allocable to interest allocable to each Class of Notes;


 


(c)          the
Outstanding Amount of each Class of Notes and the Note Pool Factor for each such Class as of the close of business on the last
day of the preceding Collection Period;


 


(d)          the
amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid Servicing
Fee and the change in such amount from the prior Payment Date;


 


(e)          the
balance of the Reserve Account on such Payment Determination Date after giving effect to deposits and withdrawals to be made on
the immediate following Payment Date, if any;


 


(f)          the
amount, if any, distributed to Noteholders and Certificateholders from amounts on deposit in the Reserve Account or from other
forms of credit enhancement;


 


(g)          the
Pool Balance as of the close of business on the last day of the related Collection Period, after giving effect to payments allocated
to principal reported under clause (a) above;


 


(h)          the
Class A Noteholders’ Interest Carryover Shortfall;


 


(i)          the
Class B Noteholders’ Interest Carryover Shortfall;


 




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(j)          the
number of Receivables purchased by, and the aggregate Purchase Amount paid by, World Omni or the Servicer with respect to the
related Collection Period;


 


(k)          delinquency
information relating to the Receivables which has a payment of $40 or more that is more than 30, 60 or 90 days delinquent;


 


(l)          the
aggregate amount of Receivables which have become Defaulted Receivables during the preceding Collection Period;


 


(m)          the
amount, if any, distributed to the Certificateholders and the balance of the Certificates after giving effect to all distributions
reported under this clause (m);


 


(n)          the
Noteholders’ First Priority Principal Distributable Amount;


 


(o)          the
Noteholders’ Second Priority Principal Distributable Amount;


 


(p)          the
Noteholders’ Principal Distributable Amount;


 


(q)          the
Overcollateralization Target Amount for the immediately following Payment Date;


 


(r)          the
Negative Carry Amount, if any, and the balance, if any, of the Negative Carry Account on such date, after giving effect to deposits
and withdrawals to be made on the immediately following Payment Date, if any;


 


(s)          for
Payment Dates during the Funding Period, if any, the Starting Principal Balance
for all Subsequent Receivables transferred to the Trust since the preceding Payment
Date, the remaining Pre-Funded Amount and the Investment Earnings on amounts on deposit in the Pre-Funding Account, if
any, for the related Collection Period;


 


(t)          for
the Payment Date immediately following the calendar month in which the Funding Period, if any, ends, the amount of any remaining
Pre-Funded Amount that has not been used to fund the purchase of Subsequent Receivables;


 


(u)          the
amount of outstanding Advances on such date;


 


(v)          the
number and dollar amount of Receivables at the beginning and end of the applicable Collection Period, and the weighted average
coupon and weighted average remaining term of the Receivables held by the Trust;


 


(w)          delinquency
and loss information for the applicable Collection Period and any material changes in determining or defining delinquencies, charge-offs
and uncollectible accounts;


 


(x)          material
breaches of pool asset representations and warranties or transaction covenants;


 




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(y)          any
material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the
distribution period or that, cumulatively, have become material over time;


 


(z)          the
Yield Supplement Overcollateralization Amount for the related Payment Date;


 


(aa)         the
Interest Rate for each Class of Notes for the next Payment Date; and


 


(bb)         the
Monthly Swap Payment Amount, the Senior Swap Termination Payment Amount and the Subordinate Swap Termination Payment Amount, if
any.


 


Each amount
set forth on the Payment Date statement under clauses (a), (b), (h) and (i) above shall be expressed
as a dollar amount per $1,000 of original principal amount of a Note. Deliveries pursuant to this Section 5.08 may be delivered
by electronic mail.


 


Section
5.09         Net Deposits. As an administrative convenience, the Servicer
will be permitted to make the deposit of collections on the Receivables, Advances and Purchase Amounts for or with respect to
the Collection Period net of distributions (including without limitation the Servicing Fee) to be made to the Servicer with respect
to the Collection Period. The Servicer, however, will account to the Owner Trustee, the Indenture Trustee, the Noteholders and
the Certificateholders as if all deposits, distributions and transfers were made individually.


 


Section
5.10         Transfer of Certificates. In the event any Certificateholder
shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee
designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as
shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.


 


ARTICLE
VI

THE DEPOSITOR


 


Section
6.01         Representations of Depositor. The Depositor makes the
following representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations
speak as of the Closing Date and each Subsequent Transfer Date, if any, and shall survive the sale of the Receivables to the Issuing
Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.


 


(a)          Organization
and Good Standing. The Depositor is duly organized and validly existing as a limited liability company in good standing under
the laws of the State of Delaware, with the requisite power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the requisite
power, authority and legal right to acquire and own the Receivables.


 




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(b)          Due
Qualification. The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and
has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or
the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained
such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business
prospects.


 


(c)          Power
and Authority. The Depositor has the requisite power and authority to execute and deliver this Agreement and to carry out
its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited
with the Issuing Entity, and the Depositor shall have duly authorized such sale and assignment to the Issuing Entity by all necessary
action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary
action.


 


(d)          Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation of the Depositor enforceable against the Depositor
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general,
and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).


 


(e)          No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do
not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate
any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture,
agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition
of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than
pursuant to this Agreement and the Basic Documents); or, (iv) to the best of the Depositor’s knowledge, violate any order,
rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or its properties except, in the case of clauses
(ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material
adverse effect on the Depositor’s earnings, business affairs or business prospects.


 


(f)          No
Proceedings. To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before
any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor
or its properties: (i) asserting the invalidity of this Agreement, the Indenture or any of the other Basic Documents, the Notes
or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that
could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or
the validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates
or (iv) which could reasonably be expected to adversely affect the federal or state income tax attributes of the Notes or the
Certificates.


 




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(g)          All
Consents. All authorizations, licenses, consents, orders or approvals of, or registrations or declarations with, any court,
regulatory body, administrative agency or other government instrumentality required to be obtained, effected or given by the Depositor
in connection with the execution and delivery by the Depositor of this Agreement or any of the Basic Documents to which it is
a party and the performance by the Depositor of the transactions contemplated by this Agreement or any of the Basic Documents
to which it is a party, have been duly obtained, effected or given and are in full force and effect, except where failure to obtain
the same would not have a material adverse effect upon the rights of the Trust, the Noteholders or the Certificateholders.


 


Section
6.02         Limited Liability Company Existence.


 


(a)          During
the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited
liability company under the laws of the jurisdiction of its formation and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement
and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates
will be conducted on an arm’s-length basis.


 


(b)          During
the term of this Agreement, the Depositor shall observe the applicable legal requirements for the recognition of the Depositor
as a legal entity separate and apart from its affiliates, including the following:


 


(i)          the
Depositor shall maintain limited liability company records and books of account separate from those of its affiliates;


 


(ii)         except
as otherwise provided in this Agreement, the Depositor shall not commingle its assets and funds with those of its affiliates;


 


(iii)        the
Depositor shall hold such appropriate meetings of its Board of Directors as are necessary to authorize all the Depositor’s
limited liability company actions required by law to be authorized by the Board of Directors, shall keep minutes of such meetings
and observe all other customary limited liability company formalities (and any successor Depositor not a limited liability company
shall observe similar procedures in accordance with its governing documents and applicable law); and


 


(iv)         the
Depositor shall at all times hold itself out to the public under the Depositor’s own name as a legal entity separate and
distinct from its affiliates.


 


Section
6.03         Liability of Depositor; Indemnities. The Depositor shall
be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement:


 




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(a)          The
Depositor shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Servicer
and the Swap Counterparty, if any, and any of the officers, directors, employees and agents of the Issuing Entity, the Owner Trustee
and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to
the transactions contemplated herein and in the Basic Documents, including any sales, gross receipts, general corporation, tangible
personal property, privilege or license taxes (but, in the case of the Issuing Entity, not including any taxes asserted with respect
to, and as of the date of, the sale of the Receivables to the Issuing Entity or the issuance and original sale of the Certificates
and the Notes, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions
on the Certificates or the Notes) and costs and expenses in defending against the same.


 


(b)          The
Depositor shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Certificateholders,
the Noteholders and the Swap Counterparty, if any, and any of the officers, directors, employees and agents of the Issuing Entity,
the Owner Trustee and the Indenture Trustee from and against any loss, liability or reasonable and documented expense incurred
by reason of the Depositor’s willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance
of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement.


 


(c)          The
Depositor shall indemnify, defend and hold harmless the Owner Trustee and the Indenture Trustee and their respective officers,
directors, employees and agents from and against all reasonable and documented cost and expense, and all other losses, claims,
damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein
and in the Trust Agreement, in the case of the Owner Trustee, and in the Indenture, in the case of the Indenture Trustee, except
to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to
the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or, in the case of the Indenture
Trustee, shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Indenture Trustee
or (ii) in the case of the Owner Trustee, shall arise from the breach by the Owner Trustee of any of its representations or warranties
set forth in Section 7.03 of the Trust Agreement.


 


(d)          The
Depositor shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate.


 


Indemnification
under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee and the termination
of this Agreement and the Trust Agreement and shall include reasonable and documented fees and expenses of counsel and expenses
of litigation. If the Depositor shall have made any indemnity payments pursuant to this Section and the Person to or on behalf
of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such
amounts to the Depositor, without interest.


 




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Notwithstanding
anything to the contrary contained in this Agreement or any other document, the obligations of the Depositor under this Section
6.03 and Section 7.5 of the Depositor’s Limited Liability Company Agreement are solely the company obligations
of the Depositor and shall be payable by it (x) solely from funds distributed to it in its capacity as Certificateholder available
pursuant to, and in accordance with, the payment priorities set forth in Section 5.06 of this Agreement and (z) only to
the extent that it receives additional funds designated for such purposes or to the extent it has additional funds available (other
than funds described in preceding clause (x)). In addition, no amount owing by the Depositor hereunder or under Section
7.5 of its Limited Liability Company Agreement in excess of the liabilities that it is required to pay in accordance with
the preceding sentence shall constitute a “claim” (as defined in Section 101(5) of the Bankruptcy Code) against
it. No recourse shall be had for the payment of any amount owing hereunder or under Section 7.5 of the Depositor’s
Limited Liability Company Agreement or any other obligation of, or claim against, the Depositor, arising out of or based upon
this Section 6.03 or under Section 7.5 of its Limited Liability Company Agreement against any employee, officer,
agent, directed or authorized person of the Depositor; provided, however, that the foregoing shall not relieve any
such person or entity of any liability they might otherwise have as a result of fraudulent actions or omissions taken by them.


 


Section
6.04         Merger or Consolidation of, or Assumption of Obligations of Depositor.
Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to
which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a
whole, which person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor
under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any
further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect
to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer
Default in respect of the Depositor under Section 8.01(b) or (c) shall have occurred and be continuing, and no event
that, after notice or lapse of time, or both, would become a Servicer Default in respect of the Depositor under Section 8.01(b)
or (c) shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the
Indenture Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption
comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv)
the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that,
in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been filed that
are necessary fully to preserve and protect the interest of the Owner Trustee and Indenture Trustee, respectively, in the Receivables
and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interests. Notwithstanding anything herein to the contrary, (a) the execution of the foregoing agreement
of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the
consummation of the transactions referred to in clause (a), (b) or (c) above and (b) the Depositor may transfer
its rights under this Agreement in accordance with Section 4.15 hereof.


 




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Section
6.05         Limitation on Liability of Depositor and Others. The Depositor
and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document
of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor
shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations
under this Agreement, and that in its opinion may involve it in any expense or liability.


 


Section
6.06         Depositor May Own Notes. The Depositor and any Affiliate
thereof may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have
if it were not the Depositor or an Affiliate thereof, except as expressly provided herein or in any Basic Document.


 


Section
6.07         Security Interest. During the term of this Agreement,
the Depositor will not take any action to assign the security interest in any Financed Vehicle other than pursuant to the Basic
Documents.


 


ARTICLE
VII

THE SERVICER


 


Section
7.01         Representations of Servicer. The Servicer makes the following
representations on which the Issuing Entity is deemed to have relied in acquiring the Receivables. The representations speak as
of the Closing Date, and shall survive the sale of the Receivables from time to time to the Issuing Entity and the pledge thereof
to the Indenture Trustee pursuant to the Indenture.


 


(a)          Organization
and Good Standing. The Servicer is duly organized and validly existing as a corporation in good standing under the laws of
the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the corporate
power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian.


 


(b)          Due
Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all
necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of
its business (including the servicing of the Receivables as required by this Agreement) shall require such qualifications, except
where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on
the Servicer’s earnings, business affairs or business prospects.


 


(c)          Power
and Authority. The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary
corporate action.


 


(d)          Binding
Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws, now or hereafter in effect, affecting the enforcement of creditors’ rights in general,
and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).


 




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(e)          No
Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do
not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse
of time) a default under, the articles of incorporation or bylaws of the Servicer; (ii) breach, conflict with or violate any of
the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement
or other instrument to which the Servicer is a party or by which it is bound; (iii) result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant
to this Agreement and the Basic Documents); or, (iv) to the best of the Servicer’s knowledge, violate any order, rule or
regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Servicer or its properties except, in the case of clauses (ii),
(iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse
effect on the Servicer’s earnings, business affairs or business prospects.


 


(f)          No
Proceedings. To the Servicer’s best knowledge, there are no proceedings or investigations pending or threatened before
any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer
or its properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes
or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that
could reasonably be expected to materially and adversely affect the performance by the Servicer of its obligations under, or the
validity or enforceability of, this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates
or (iv) relating to the Servicer and which could reasonably be expected to adversely affect the federal or state income tax attributes
of the Notes or the Certificates.


 


(g)          Approvals.
All approvals, licenses, authorizations, consents, orders or other actions of any person, corporation or other organization, or
of any court, governmental agency or body or official, required in connection with the execution and delivery of this Agreement
have been or will be taken or obtained on or prior to the Closing Date, except where failure to obtain the same would not have
a material adverse effect upon the rights of the Depositor, the Trust, the Noteholders or the Certificateholders.


 


Section
7.02         Indemnities of Servicer. The Servicer shall be liable
in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement:


 


(a)          The
Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Swap Counterparty, if any, the Indenture
Trustee, the Noteholders, the Certificateholders and the Depositor and any of the officers, directors, employees and agents of
the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all reasonable and documented costs and
expenses, and all other losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation
by the Servicer or any Affiliate thereof of a Financed Vehicle.


 




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(b)          The
Servicer shall indemnify, defend and hold harmless the Issuing Entity, the Owner Trustee, the Indenture Trustee, the Swap Counterparty,
if any, the Depositor, the Certificateholders and the Noteholders and any of the officers, directors, employees and agents of
the Issuing Entity, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims,
damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon
any such Person through, the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Servicer in the
performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.


 


For
purposes of this Section, in the event of the termination of the rights and obligations of World Omni (or any successor thereto
pursuant to Section 7.03) as Servicer pursuant to Section 8.01, or a resignation by such Servicer pursuant to this
Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture
Trustee) pursuant to Section 8.02.


 


Indemnification
under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of
this Agreement and the Trust Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If
the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments
are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without
interest.


 


Section
7.03         Merger or Consolidation of, or Assumption of Obligations of, Servicer.
The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:


 


(a)          the
entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer
the properties and assets of the Servicer substantially as an entirety shall be an entity organized and existing under the laws
of the United States of America or the District of Columbia and, if the Servicer is not the surviving entity, such entity shall
assume, without the execution or filing of any paper or further act on the part of any of the parties hereto, the performance
of every covenant and obligation of the Servicer hereunder; and


 


(b)          the
Servicer has delivered to the Owner Trustee and the Indenture Trustee and Officer’s Certificate and an Opinion of Counsel
each stating that such consolidation, merger, conveyance or transfer will comply with this Section 7.03 and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


The
Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Rating Agencies,
the Owner Trustee, the Depositor and the Indenture Trustee.


 




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Section
7.04         Limitation on Liability of Servicer and Others. Neither
the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuing
Entity, the Noteholders or the Certificateholders, except as provided under this Agreement, for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that
this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations
and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this
Agreement.


 


Except
as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action
that shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion
may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of this Agreement and the Basic Documents and the rights and duties
of the parties to this Agreement and the Basic Documents and the interests of the Certificateholders under this Agreement and
the Noteholders under the Indenture.


 


Section
7.05         World Omni Not To Resign as Servicer. Subject to the provisions
of Section 7.03, World Omni shall not resign from the obligations and duties hereby imposed on it as Servicer under this
Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under
applicable law and cannot be cured. Notice of any such determination permitting the resignation of World Omni shall be communicated
to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing,
shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice.
No such resignation shall become effective until the Indenture Trustee or a successor Servicer shall have assumed the responsibilities
and obligations of World Omni in accordance with Section 8.02.


 


ARTICLE
VIII

DEFAULT


 


Section
8.01         Servicer Default. Any one of the following events shall
constitute a default by the Servicer (a “Servicer Default”):


 


(a)          any
failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Trust Accounts or distribution to the Certificateholders
any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues
unremedied for a period of five Business Days after written notice of such failure is received by the Servicer from the Owner
Trustee or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or


 




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(b)          failure
by the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor, as the case may be, duly to observe or to
perform in any material respect any other covenants or agreements of the Servicer or the Depositor (as the case may be) set forth
in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders
or Noteholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given (A) to the Servicer or the Depositor (as the case may be) by the Owner Trustee
or the Indenture Trustee or (B) to the Servicer or the Depositor (as the case may be), and to the Owner Trustee and the Indenture
Trustee by the Holders of the Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities and the
Holders (as defined in the Trust Agreement) of Certificates evidencing not less than 50% of the percentage interest of the Certificates;
or


 


(c)          the
occurrence of an Insolvency Event with respect to the Servicer or, if the Servicer is an affiliate of the Depositor, the Depositor.


 


Notwithstanding
the foregoing, a delay in or failure of performance referred to under clause (a) above for a period of ten Business Days
or referred to under clause (b) for a period of 90 Business Days, shall not constitute a Servicer Default if such delay
or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or other
similar occurrence. Upon the occurrence of any such event, the Servicer shall not be relieved from using its best efforts to perform
its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Indenture
Trustee, the Owner Trustee, the Noteholders and the Certificateholders prompt notice of such failure or delay by it, together
with a description of its efforts to so perform its obligations.


 


So
long as the Servicer Default shall not have been remedied or stayed by the application of the above paragraph, either the Indenture
Trustee or the Holders of the Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities, by notice
then given in writing to the Servicer (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders) may terminate
all the rights and obligations (other than the obligations set forth in Section 7.02 hereof) of the Servicer under this
Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action,
pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 8.02; and,
without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for
the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to
do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall
cooperate with the successor Servicer, the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities
and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration
by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received
by it with respect to any Receivable. Further, in such event, the Servicer shall use commercially reasonable efforts to effect
the orderly and efficient transfer of the servicing of the Receivables to the successor Servicer, and as promptly as practicable,
the Servicer shall provide to the successor Servicer a current computer tape containing all information from the Receivables Files
required for the proper servicing of the Receivables, together with the documentation containing any and all information necessary
for the use of the tape. All reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection
with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs
and expenses. Upon receipt of notice of the occurrence of a Servicer Default, the Owner Trustee shall give notice thereof to the
Depositor who promptly shall provide such notice to the Rating Agencies.


 




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Section
8.02         Appointment of Successor.


 


(a)          Upon
the Servicer’s receipt of notice of termination pursuant to Section 8.01 or the Servicer’s resignation in accordance
with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement,
in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice
of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 45 days from the
delivery to the Owner Trustee and the Indenture Trustee of written notice of such resignation (or written confirmation of such
notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable
to act as Servicer, as specified in the notice of resignation and accompanying Opinion of Counsel. In the event of the Servicer’s
termination hereunder, the Indenture Trustee shall appoint a successor Servicer, and the successor Servicer shall accept its appointment
by a written assumption in form acceptable to the Owner Trustee and the Indenture Trustee. In the event that a successor Servicer
has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section,
the Indenture Trustee without further action shall automatically be appointed the successor Servicer and the Indenture Trustee
shall be entitled to the Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable
so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of
not less than $100,000,000 and whose regular business shall include the servicing of automotive receivables, as the successor
to the Servicer under this Agreement.


 


(b)          Upon
appointment, the successor Servicer (including the Indenture Trustee acting as successor Servicer) shall be the successor in all
respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter
relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the
predecessor Servicer by the terms and provisions of this Agreement.


 


(c)          The
successor Servicer may not resign unless it is prohibited from serving as such by law.


 


Section
8.03         Notification to Noteholders and Certificateholders. Upon
any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Indenture Trustee
shall give prompt written notice thereof to Noteholders, the Certificateholders and the Depositor who promptly shall provide such
notice to the Rating Agencies.


 




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Section
8.04         Waiver of Past Defaults. The Holders of Notes evidencing
not less than 50% of the Outstanding Amount of the Controlling Securities may, on behalf of all Noteholders, waive in writing
any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any
required deposits to or payments from any of the Trust Accounts or to the Certificateholders in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto.


 


Section
8.05         Payment of Servicing Fees; Repayment of Advances. If the
Servicer shall change, the predecessor Servicer shall be entitled to (i) receive any accrued and unpaid Servicing Fees through
the date of such Successor Servicer’s acceptance hereunder in accordance with Section 4.08 and (ii) reimbursement
for Outstanding Advances pursuant to Section 5.08 with respect to all Advances made by the predecessor Servicer.


 


ARTICLE
IX

TERMINATION


 


Section
9.01         Optional Purchase of All Receivables.


 


(a)          On
the Payment Date immediately following (and on each Payment Date thereafter) the last day of any Collection Period as of which
the then outstanding Pool Balance is 10% or less of the Aggregate Starting Principal Balance, the Servicer shall have the option
to purchase the Owner Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall deposit pursuant
to Section 5.05 in the Collection Account an amount equal to the aggregate Purchase Amount for the Receivables (including
Defaulted Receivables), and shall succeed to all interests in and to the Trust. Notwithstanding the foregoing, the Servicer shall
not be permitted to exercise such option unless the amount to be deposited in the Collection Account pursuant to the preceding
sentence is greater than or equal to the sum of the Outstanding Amount of the Notes, all accrued but unpaid interest (including
any overdue interest and premium) thereon and all amounts owing to the Swap Counterparty under the Interest Rate Swaps, if any.


 


(b)          As
described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to
the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.


 


(c)          Following
the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders
will succeed to the rights of the Noteholders hereunder other than Section 5.07(b) and the Owner Trustee will succeed to
the rights of, but not the obligations of, the Indenture Trustee pursuant to this Agreement.


 




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ARTICLE
X

MISCELLANEOUS


 


Section
10.01         Amendment.


 


(a)          This
Agreement may be amended by the Depositor, the Servicer and the Issuing Entity, with the consent of the Indenture Trustee, but
without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity or to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided
that such amendments require: (i) satisfaction of the Rating Agency Condition and (ii) an Officer’s Certificate of the
Servicer stating that the amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder.


 


(b)          This
Agreement may also be amended from time to time by the Depositor, the Servicer and the Issuing Entity, with the consent of the
Indenture Trustee, the consent of Holders of Notes evidencing not less than 50% of the Outstanding Amount of the Controlling Securities
(unless (i) the interests of the Noteholders are not affected materially and adversely, (ii) an Officer’s Certificate of
the Servicer to that effect is delivered to the Indenture Trustee by the Depositor and (iii) satisfaction of the Rating Agency
Condition) and the consent of the Holders (as defined in the Trust Agreement) of Certificates evidencing not less than 50% of
the percentage interest of the Certificates (unless (i) the interests of the Certificateholders are not affected materially and
adversely and (ii) an Officer’s Certificate of the Servicer to that effect is delivered to the Owner Trustee by the Depositor)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal
amount thereof, (b) change the provisions of this Sale and Servicing Agreement relating to the application of collections on,
or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes or (c) reduce the consent
percentages in this sentence, without the consent of the Holders of all outstanding Notes and the Holders (as defined in the Trust
Agreement) of all the outstanding Certificates affected thereby.


 


(c)          Promptly
after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee, the Owner Trustee and each of the Rating Agencies.


 


(d)          It
shall not be necessary for the consent of Certificateholders or Noteholders pursuant to this Section to approve the particular
form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.


 




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(e)          Prior
to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the Issuing Entity, and the Indenture Trustee
shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent thereto have been satisfied, and the Opinion of Counsel
referred to in Section 10.02(h)(A). The Owner Trustee and the Indenture Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties
or immunities under this Agreement or otherwise.


 


(f)          Notwithstanding
any other provision of this Agreement, no amendment to this Agreement shall be effective unless the Swap Counterparty, if any,
consents in writing to such amendment or such amendment will, as evidenced by a Materiality Opinion, have no material adverse
effect on the interests of the Swap Counterparty, if any; provided, however, that if an amendment is entered into
pursuant to Section 10.01(a), in lieu of providing a Materiality Opinion, the Servicer may provide an Officers’ Certificate
stating that such amendment will have no material adverse effect on the interests of the Swap Counterparty, if any.


 


Section
10.02         Protection of Title to Trust.


 


(a)          The
Depositor shall file such financing statements and cause to be filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and protect the interest of the Issuing Entity and of the Indenture
Trustee in the Receivables and in the proceeds thereof. The Depositor hereby authorizes the filing of such financing statements
and hereby ratifies any such financing statements filed prior to the date hereof. The Depositor shall deliver (or cause to be
delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.


 


(b)          Neither
the Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that could reasonably be expected
to make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading
within the meaning of Section 9-506 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least
five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing
statements or continuation statements.


 


(c)          Each
of the Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least 60 days’
prior written notice of any relocation of its principal executive office or a change in its jurisdiction of organization if, as
a result of such relocation or change in its jurisdiction of organization, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and
shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which
it shall service Receivables, and its principal executive office, within the United States of America.


 


(d)          The
Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader
thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the
nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account in respect of such Receivable.


 




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(e)          The
Servicer shall maintain its computer systems so that, within five (5) Business Days from and after the time of sale under this
Agreement of the Receivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable
shall indicate clearly that such Receivable has been sold to the Issuing Entity.


 


(f)          If
at any time the Depositor or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest
in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective
purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and
is owned by the Issuing Entity and has been pledged to the Indenture Trustee.


 


(g)          Upon
request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all
Receivables (by contract number and name of Obligor) then held as part of the Trust.


 


(h)          The
Servicer shall deliver to the Owner Trustee and the Indenture Trustee:


 


(A)         promptly
after the execution and delivery of this Agreement, an Opinion of Counsel stating that, in the opinion of such counsel, either
(1) all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the
interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (2) no such action shall be necessary to preserve and protect such interest
other than any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such
interest; and


 


(B)         on
or before March 31, in each calendar year, beginning in 2015, an Opinion of Counsel, dated as of a date during such 90-day period,
stating that, in the opinion of such counsel, either (1) all financing statements and continuation statements have been filed
that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting
the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (2) no such action shall
be necessary to preserve and protect such interest other than any action necessary (as of the date of such opinion) to be taken
in the following year to preserve and protect such interest.


 


Each
Opinion of Counsel referred to in clause (A)(2) or (B)(2) above shall specify any action necessary (as of the date
of such opinion) to be taken in the following year to preserve and protect such interest.


 


(i)          The
Depositor shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section
12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.


 




    	39



    	 



    

 


(j)          The
Servicer shall deliver to the Owner Trustee and the Indenture Trustee, prior to any change in the location of the Receivable Files,
an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements
have been filed that are necessary fully to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables,
and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no
such action shall be necessary to preserve and protect such interest.


 


Section
10.03         Notices. All demands, deliveries, notices, communications
and instructions upon or to the Depositor, the Servicer, the Owner Trustee, the Swap Counterparty, if any, the Indenture Trustee
or the Rating Agencies under this Agreement shall be by facsimile, in writing, personally delivered or mailed by certified mail,
return receipt requested, and shall be deemed to have been duly given upon receipt or by electronic mail (if designated by such
party to the other parties) (a) in the case of the Depositor, to World Omni Auto Receivables LLC, 190 Jim Moran Boulevard, Deerfield
Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, (b) in the case of the Servicer, World Omni Financial Corp.,
190 Jim Moran Boulevard, Deerfield Beach, Florida 33442, Telecopy: (954) 429-2685, Attention: Treasurer, (c) in the case of the
Issuing Entity or the Owner Trustee, at its Corporate Trust Office, Telecopy: (312) 332-7992, Email: Edwin.Janis@usbank.com (d)
in the case of the Indenture Trustee, at its Corporate Trust Office, Telecopy: (646) 452-2001, Email: CTNY1@unionbank.com, (e)
in the case of the Rating Agencies, to the Depositor who promptly shall post such notice to the website maintained by the Depositor
for notifications to nationally recognized statistical rating organizations, and (f) in the case of the Swap Counterparty, if
any, to [RESERVED]; or, as to each of the foregoing, at such other address or electronic mail address as shall be designated by
written notice to the other parties; provided, that, so long as World Omni is the Servicer, the Servicer’s
obligation to deliver or provide any demand, delivery, notice, communication or instruction (including the Servicer’s Certificate)
to any Person other than a Noteholder shall be satisfied by the Servicer making such demand, delivery, notice, communication or
instruction available at https://via.intralinks.com, or such other website or distribution service or provider as the Servicer shall
designate by written notice to the other parties.


 


Section
10.04         Assignment by the Depositor or the Servicer. Notwithstanding
anything to the contrary contained herein, except as provided in the remainder of this Section, as provided in Sections 6.04
and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this
Agreement may not be assigned by the Depositor or the Servicer.


 


Section
10.05         Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Depositor, the Servicer, the Issuing Entity, the Owner Trustee, the Certificateholders,
the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give
to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement
or any covenants, conditions or provisions contained herein, provided, however,
that the Swap Counterparty, if any shall be a third-party beneficiary to this
Agreement, but only to the extent that it has rights specified herein or rights with respect to this Agreement specified under
the Swap Counterparty Rights Agreement.


 




    	40



    	 



    

 


Section
10.06         Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section
10.07         Separate Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.


 


Section
10.08         Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.


 


Section
10.09         Governing Law. This Agreement shall be construed in accordance
with the laws of the State of New York, without regard to any otherwise applicable conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder shall be determined in accordance with such laws.


 


Section
10.10         Assignment by Issuing Entity. Each of World Omni and
the Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuing
Entity to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest
of the Issuing Entity in, to and under the Receivables and/or the assignment of any or all of the Issuing Entity’s rights
and obligations hereunder to the Indenture Trustee.


 


Section
10.11         Nonpetition Covenants.


 


(a)          Notwithstanding
any prior termination of this Agreement, the Servicer and the Depositor shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause
the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case
against the Issuing Entity under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Issuing Entity or any substantial part of their property,
or ordering the winding up or liquidation of the affairs of the Issuing Entity.


 


(b)          Notwithstanding
any prior termination of this Agreement, the Servicer, solely in its capacity as a creditor of the Depositor, shall not, prior
to the date which is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition
or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary
case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property,
or ordering the winding up or liquidation of the affairs of the Depositor.


 




    	41



    	 



    

 


(c)          In
the event that any Person (other than the Depositor) is deemed, under applicable law by any court or other authority of competent
jurisdiction, to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the beneficial interest
in the Trust (“other assets”), the parties to this Agreement acknowledge and agree that: (i) such Person’s
claim is against the assets of the Trust and the Trust Estate only, (ii) such Person’s claim against any other assets shall
be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have
been expressly granted (“entitled Persons”), including to the payment in full of all amounts owing to such
entitled Persons, and (iii) the covenant set forth in the preceding clause (ii) constitutes a “subordination agreement”
within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code.


 


Section
10.12         Limitation of Liability of Owner Trustee and Indenture Trustee.


 


(a)          It
is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by the Trustee Bank,
not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in
it under the Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Issuing
Entity is made and intended not as personal representations, undertakings and agreements by the Trustee Bank, but is made and
intended for the purpose of binding only the Issuing Entity, (iii) nothing herein contained shall be construed as creating any
liability on the Trustee Bank, individually or personally, to perform any covenant of the Issuing Entity, either expressed or
implied, contained herein, all such liability of the Trustee Bank in its individual or personal capacity, if any, being expressly
waived by the parties hereto and by any person claiming by, through or under the parties hereto and (iv) under no circumstances
shall the Trustee Bank be personally liable for the payment of any indebtedness or expenses of the Issuing Entity under this Agreement
or any other related documents. For all purposes of this Agreement, in the performance of its duties or obligations hereunder
or in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement
and the Administration Agreement.


 


(b)          Notwithstanding
anything contained herein to the contrary, this Agreement has been accepted by Union Bank, N.A., not in its individual capacity
but solely as Indenture Trustee and in no event shall Union Bank, N.A. have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity.


 


Section
10.13         Regulation AB. The Depositor and the Servicer acknowledge
and agree that the purpose of this Section 10.13 is to facilitate compliance by the Depositor with the provisions of Regulation
AB and the related rules and regulations of the Commission. The Depositor shall not exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act.
The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice
of counsel, or otherwise, and the Servicer agrees to comply with all reasonable requests made by the Depositor in good faith for
delivery of information and shall deliver (and shall cause each of its Reporting Subcontractors to deliver) to the Depositor all
information and certifications reasonably required by the Depositor to comply with its Exchange Act reporting obligations, including
with respect to any of its predecessors or successors. The obligations of a Servicer to provide such information shall survive
the removal or termination of a Servicer as Servicer hereunder.


 




    	42



    	 



    

 


Section
10.14         Notices to the Rating Agencies. If World Omni is no longer
the Servicer, the successor Servicer shall provide any required Rating Agency notices under this Agreement to the Depositor, who
promptly shall provide such notices to the Rating Agencies.


 




    	43



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day
and year first above written.


 


	 	WORLD OMNI AUTO RECEIVABLES
	 	TRUST 2014-A
	 	 
	 	by:  U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	not in its individual capacity
	 	but solely as Owner Trustee,
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	WORLD OMNI AUTO RECEIVABLES LLC,
	 	as Depositor
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	WORLD OMNI FINANCIAL CORP., as Servicer
	 	 
	 	By:	 
	 	Name:
	 	Title:


 




    	44



    	 



    

 


 


	Acknowledged and agreed to as of the day	 
	and year first above written:	 
	 	 
	UNION BANK, N.A.	 
	not in its individual capacity but solely as	 
	Indenture Trustee	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 	 


 




    	45



    	 



    

 


SCHEDULE A


 


Schedule of
Receivables


 


Documents
on file at:


 


Kirkland
& Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654


 




    	Sch. A



    	 



    

 


SCHEDULE B


 


Location of Receivable Files


 


World Omni Financial Corp.

6150 Omni Park Drive

Mobile, Alabama 36609


 


and


 


RecordMax LLC

2051 West I-65 Service Rd. N.

Mobile, AL 36618


 




    	Sch. B



    	 



    

 


EXHIBIT A



Form of Distribution Statement to Noteholders 


 


World Omni
Financial Corp.


 


World Omni Auto Receivables Trust
2014-A Payment Date Statement to Noteholders



Total Available Funds


 


	Class A-1 Notes:	($_______ per $1,000 original principal amount)
	Class A-2 Notes:	($_______ per $1,000 original principal amount)
	Class A-3 Notes:	($_______ per $1,000 original principal amount)
	Class A-4 Notes:	($_______ per $1,000 original principal amount)  
	Class B Notes:	($_______ per $1,000 original principal amount)


 


Outstanding Amount

Class A-1 Notes

Class A-2 Notes

Class A-3 Notes

Class A-4 Notes

Class B Notes



Note Pool Factor

Class A-1 Notes

Class A-2 Notes


Class A-3 Notes


Class A-4 Notes

Class B Notes



Servicing Fee 

Servicing Fee Per $1,000 Note



Reserve Account Balance


 




    	Ex. A



    	 



    

 


EXHIBIT B



Form of Servicer’s Certificate


 


World Omni Financial Corp.

World Omni Auto Receivables Trust 2014-A Monthly Servicer’s Certificate


 


	World
    Omni Auto Receivables Trust 2014-A	 	 	 	 	 
	Monthly
    Servicer Certificate	 	 	 	 	 
	mm/dd/yyyy	 	 	 	 	 
	 	 	 	 	 	 
	Dates
    Covered	 	 	 	 	 
	Collections
    Period	 	 	 	 	 
	Interest Accrual
    Period	 	 	 	 	 
	30/360 Days	 	 	 	 	 
	Actual/360
    Days	 	 	 	 	 
	Distribution
    Date	 	 	 	 	 
	 	 	 	 	 	 
	Collateral
    Pool Balance Data	 	$
    Amount	 	#
    of Accounts	 
	Pool Balance
    at mm/dd/yy	 	 	 	 	 
	Yield Supplement
    Overcollateralization Amount at mm/dd/yy	 	 	 	 	 
	Receivables
    Balance at mm/dd/yy	 	 	 	 	 
	Principal Payments	 	 	 	 	 
	Defaulted Receivables	 	 	 	 	 
	Repurchased
    Accounts	 	 	 	 	 
	Yield Supplement
    Overcollateralization Amount at mm/dd/yy	 	 	 	 	 
	Pool Balance
    at mm/dd/yy	 	 	 	 	 
	 	 	 	 	 	 
	Pool
    Statistics	 	$
    Amount	 	#
    of Accounts	  
	Initial Receivables
    Balance	 	 	 	 	 
	Pre-Funding
    Contracts added mm/dd/yy	 	 	 	 	 
	 	 	 	 	 	 
	Delinquent
    Receivables:	 	 	 	 	 
	Past Due 31-60
    days	 	 	 	 	 
	Past Due 61-90
    days	 	 	 	 	 
	Past Due 91
    + days	 	 	 	 	 
	Total	 	 	 	 	 
	 	 	 	 	 	 
	Total 31+ Delinquent
    as % Ending Pool Balance	 	 	 	 	 


 




    	Ex. B-1



    	 



    

 


	Recoveries	 	 	 	 
	 	 	 	 	 
	Aggregate Net
    Losses - mm/yyyy	 	 	 	 
	 	 	 	 	 
	Overcollateralization
    Target Amount	 	 	 	 
	Actual Overcollateralization	 	 	 	 
	Weighted Average
    APR	 	 	 	 
	Weighted Average
    APR, Yield Adjusted	 	 	 	 
	Weighted Average
    Remaining Term	 	 	 	 
	 	 	 	 	 
	Flow
    of Funds	 	$
    Amount	 	 
	 	 	 	 	 
	Collections	 	 	 	 
	Advances	 	 	 	 
	Investment
    Earnings on Cash Accounts	 	 	 	 
	Servicing Fee	 	 	 	 
	Interest Rate
    Swap Receipt (if any)	 	 	 	 
	Available Funds	 	 	 	 
	 	 	 	 	 
	Distributions
    of Available Funds	 	 	 	 
	(1)  Monthly
    Swap Payment Amount (if any)	 	 	 	 
	(2)  Class
    A Interest	 	 	 	 
	(3)  Noteholders’
    First Priority Principal Distributable Amount	 	 	 	 
	(4)  Class
    B Interest	 	 	 	 
	(5)  Noteholders’
    Second Priority Principal Distributable Amount	 	 	 	 
	(6)  Required
    Reserve Account	 	 	 	 
	(7)  Noteholders’
    Principal Distributable Amount	 	 	 	 
	(8)  Distribution
    to Certificateholders	 	 	 	 
	 	 	 	 	 
	Total Distributions
    of Available Funds	 	 	 	 
	 	 	 	 	 
	Servicing Fee	 	 	 	 
	Unpaid Servicing
    Fee	 	 	 	 
	 	 	 	 	 
	Note
    Balances & Note Factors	 	$
    Amount	 	 
	 	 	 	 	 
	Original Class
    A	 	 	 	 
	Original Class
    B	 	 	 	 


 




    	Ex. B-2



    	 



    

 


	Total
    Class A & B	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	 	 	 	 
	Class A-1	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Note Factor
    @ mm/dd/yy	 	 	 
	 	 	 	 
	Class A-2	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Note Factor
    @ mm/dd/yy	 	 	 
	 	 	 	 
	Class A-3	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Note Factor
    @ mm/dd/yy	 	 	 
	 	 	 	 
	Class A-4	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Note Factor
    @ mm/dd/yy	 	 	 
	 	 	 	 
	Class B	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Principal Paid	 	 	 
	Note Balance
    @ mm/dd/yy	 	 	 
	Note Factor
    @ mm/dd/yy	 	 	 


 




    	Ex. B-3



    	 



    

 


	Interest
    & Principal Payments	 	$
    Amount	 	 
	 	 	 	 	 
	Total Interest
    Paid	 	 	 	 
	Total Principal
    Paid	 	 	 	 
	Total Paid	 	 	 	 
	 	 	 	 	 
	Class A-1	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid
    to A-1 Holders	 	 	 	 
	 	 	 	 	 
	Class A-2	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid
    to A-2 Holders	 	 	 	 
	 	 	 	 	 
	Class A-3	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid
    to A-3 Holders	 	 	 	 
	 	 	 	 	 
	Class A-4	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid
    to A-4 Holders	 	 	 	 
	 	 	 	 	 
	Class B	 	 	 	 
	Coupon	 	 	 	 
	Interest Paid	 	 	 	 
	Principal Paid	 	 	 	 
	Total Paid
    to B Holders	 	 	 	 


 




    	Ex. B-4



    	 



    

 


	Distribution
    per $1,000 of Notes	 	Total	 	 
	 	 	 	 	 
	Total Interest
    Distribution Amount	 	 	 	 
	Total Interest
    Carryover Shortfall	 	 	 	 
	Total Principal
    Distribution Amount	 	 	 	 
	Total Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	A-1 Interest
    Distribution Amount	 	 	 	 
	A-1 Interest
    Carryover Shortfall	 	 	 	 
	A-1 Principal
    Distribution Amount	 	 	 	 
	Total A-1 Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	A-2 Interest
    Distribution Amount	 	 	 	 
	A-2 Interest
    Carryover Shortfall	 	 	 	 
	A-2 Principal
    Distribution Amount	 	 	 	 
	Total A-2 Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	A-3 Interest
    Distribution Amount	 	 	 	 
	A-3 Interest
    Carryover Shortfall	 	 	 	 
	A-3 Principal
    Distribution Amount	 	 	 	 
	Total A-3 Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	A-4 Interest
    Distribution Amount	 	 	 	 
	A-4 Interest
    Carryover Shortfall	 	 	 	 
	A-4 Principal
    Distribution Amount	 	 	 	 
	Total A-4 Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	B Interest
    Distribution Amount	 	 	 	 
	B Interest
    Carryover Shortfall	 	 	 	 
	B Principal
    Distribution Amount	 	 	 	 
	Total B Distribution
    Amount	 	 	 	 
	 	 	 	 	 
	Noteholders’
    First Priority Principal Distributable Amount	 	 	 	 
	Noteholders’
    Second Priority Principal Distributable Amount	 	 	 	 
	Noteholders’
    Principal Distributable Amount	 	 	 	 


 




    	Ex. B-5



    	 



    

 


	Account
    Balances	 	$
    Amount	 	 
	 	 	 	 	 
	Advances	 	 	 	 
	Balance as
    of  mm/dd/yy	 	 	 	 
	Balance as
    of  mm/dd/yy	 	 	 	 
	Change	 	 	 	 
	 	 	 	 	 
	Reserve
    Account	 	 	 	 
	Balance as
    of  mm/dd/yy	 	 	 	 
	Investment
    Earnings	 	 	 	 
	Investment
    Earnings paid	 	 	 	 
	Deposit (Withdrawal)	 	 	 	 
	Balance as
    of  mm/dd/yy	 	 	 	 
	Change	 	 	 	 
	 	 	 	 	 
	Required Reserve
    Amount	 	 	 	 


 




    	Ex. B-6



    	 



    

 


EXHIBIT
C



Form of Initial SSA Assignment


 


As
of April 23, 2014, for value received, in accordance with the Sale and Servicing Agreement, dated as of the date hereof (the “Sale
and Servicing Agreement”), among World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”),
World Omni Auto Receivables Trust 2014-A (the “Issuing Entity”) and World Omni Financial Corp., a Florida corporation,
(the “Servicer”), as acknowledged and accepted by Union Bank, N.A., as Indenture Trustee, the Depositor does
hereby sell, assign, transfer and otherwise convey unto the Issuing Entity, without recourse, all right, title and interest
of the Depositor in, to and under (a) the Initial Receivables identified on the Schedule of Receivables attached hereto having
an aggregate Starting Principal Balance of $888,543,023.50 and all monies received thereon and in respect thereof after the Initial
Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the
Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial
Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or
Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf
of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is
defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve
Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account
Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the
Pre-Funding Account Initial Deposit, if applicable, and in all investments and proceeds thereof (including all income thereon);
(f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles”
and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting
or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided,
however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.


 


The
foregoing sale does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of
the undersigned to the Obligors, Dealers, insurers or any other Person in connection with the Initial Receivables, the agreements
with Dealers, any insurance policies or any agreement or instrument relating to any of them.


 


This
Initial SSA Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned
contained in the Sale and Servicing Agreement and is to be governed by the Sale and Servicing Agreement.


 


Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Sale and Servicing Agreement.


 


* * * * *


 




    	Ex. C-1



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has caused this Initial SSA Assignment to be duly executed as of the day and year first above
written.


 


	 	WORLD OMNI AUTO RECEIVABLES LLC
	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 




 




    	Ex. C-2



    	 



    

 


EXHIBIT
D


 


Form of
Subsequent Transfer SSA Assignment


 


As
of ___________, for value received, in accordance with the Sale and Servicing Agreement, dated as of April 23, 2014 (the “Sale
and Servicing Agreement”), among World Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”),
World Omni Auto Receivables Trust 2014-A (the “Issuing Entity”) and World Omni Financial Corp., a Florida corporation,
(the “Servicer”), as acknowledged and accepted by Union Bank, N.A., as Indenture Trustee, the Depositor does
hereby sell, assign, transfer and otherwise convey unto the Issuing Entity, without recourse, all right, title and interest
of the Depositor in, to and under (a) the Subsequent Receivables identified on the Schedule of Receivables attached hereto having
an aggregate Starting Principal Balance of $______and all monies received thereon and in respect thereof after the close of business
on _____, 20__; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with
such Subsequent Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to
the Subsequent Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed
Vehicles or Obligors; (d) any Financed Vehicle that shall have secured such Subsequent Receivable and shall have been acquired
by or on behalf of the Depositor, the Servicer or the Trust; (e) all “accounts,” “chattel paper,” “general
intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to
time in effect) constituting or relating to the foregoing; and (f) the proceeds of any and all of the foregoing (including Liquidation
Proceeds); provided, however, that the foregoing items (a) through (f) shall not include the
Notes and Certificates.


 


The
foregoing sale does not constitute and is not intended to result in any assumption by the Issuing Entity of any obligation of
the undersigned to the Obligors, Dealers, insurers or any other Person in connection with such Subsequent Receivables, the agreements
with Dealers, any insurance policies or any agreement or instrument relating to any of them.


 


This
Subsequent Transfer SSA Assignment is made pursuant to and upon the representations, warranties and agreements on the part of
the undersigned contained in the Sale and Servicing Agreement and is to be governed by the Sale and Servicing Agreement.


 


Capitalized
terms used herein and not otherwise defined shall have the meaning assigned to them in the Sale and Servicing Agreement.


 


* * * * *


 




    	Ex. D-1



    	 



    

 


IN
WITNESS WHEREOF, the undersigned has caused this Subsequent Transfer SSA Assignment to be duly executed as the day and year first
above written.


 


	 	WORLD OMNI AUTO RECEIVABLES LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Ex. D-2



    	 



    

 


EXECUTION VERSION


 


APPENDIX A



PART I - DEFINITIONS


 


All terms used in this Appendix shall have
the defined meanings set forth in this Part I when used in the Basic Documents, unless otherwise defined therein.


 


“Accredited
Investor” has the meaning assigned in Section 2.04(e) of the Indenture.


 


“Act of the
Noteholders” has the meaning specified in Section 11.03(a) of the Indenture.


 


“Administration
Agreement” means the Administration Agreement, dated as of the Closing Date, among the Administrator, the Issuing Entity,
the Depositor and the Indenture Trustee, as amended from time to time.


 


“Administrator”
means World Omni, or any successor Administrator under the Administration Agreement.


 


“Advance”
has the meaning assigned in Section 5.04 of the Sale and Servicing Agreement.


 


“Affiliate”
means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Aggregate
Starting Principal Balance” means as of any date of determination, the aggregate of the Starting Principal Balances of
the Initial Receivables as of the Initial Cutoff Date, which is equal to the Initial Aggregate Starting Principal Balance, plus
the aggregate of the Starting Principal Balances, as of each of the related Subsequent Cutoff Dates, for all Subsequent Receivables,
if any, sold to the Issuing Entity on or prior to such date of determination.


 


“Amount Financed”
means, with respect to a Receivable, the amount advanced under the Receivable toward the purchase price of the Financed Vehicle,
warranty or insurance premium and any related costs.


 


“Annual Percentage
Rate” or “APR” of a Receivable means the annual rate of finance charges stated in the related Contract.


 


“Assignment”
shall mean any RPA Assignment or SSA Assignment.


 




    	App. A-1



    	 



    

 


“Authorized
Officer” means, with respect to the Owner Trustee, any officer of the Owner Trustee or other Person who is authorized
to act for the Owner Trustee in matters relating to the Issuing Entity (including any agent of the Owner Trustee acting under a
power of attorney) and, with respect to the Issuing Entity, any Authorized Officer of the Owner Trustee or, so long as the Administration
Agreement is in effect, the president, any vice president, treasurer, assistant treasurer, secretary or assistant secretary of
the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon
by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered
by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter).


 


“Available
Funds” means, with respect to any Payment Date, (1) the sum of the following amounts, without duplication, with respect
to the Receivables in respect of the Collection Period preceding such Payment Date: (a) all collections on Receivables, (b) Advances,
(c) all Liquidation Proceeds attributable to the Receivables that became Liquidated Receivables during such Collection Period in
accordance with the Servicer’s customary servicing procedures and all Recoveries, (d) the Purchase Amount of each Receivable
that became a Purchased Receivable as of the last day of the related Collection Period, (e) partial prepayments relating to refunds
of warranty or insurance financed by the respective Obligor thereon as part of the original contract and only to the extent not
included under clause (a) above, (f) amounts on deposit in the Reserve Account after giving effect to all other deposits
and withdrawals thereto or therefrom on the Payment Date relating to such Collection Period in excess of the Required Reserve Amount,
(g) amounts on deposit in the Negative Carry Account, if any, after giving effect to all other deposits and withdrawals thereto
and therefrom on the Payment Date relating to such Collection Period in excess of the Required Negative Carry Account Balance,
(h) Investment Earnings for the related Payment Date, (i) any Collection Account Redeposits for the related Payment Date, (j) all
amounts received from the Indenture Trustee pursuant to Section 5.04 of the Indenture and (k) the net amount paid to the
Trust under the Interest Rate Swaps since the preceding Payment Date, if any, minus (2) the Servicing Fee, reimbursements
for Advances and other amounts payable to the Servicer pursuant to Section 4.08 of the Sale and Servicing Agreement for
the related Payment Date (unless the Servicer elects to defer part or all of such fee); provided, however, that
in calculating Available Funds all payments and proceeds (including Liquidation Proceeds) of any Purchased Receivables the Purchased
Amount of which has been included in Available Funds in a prior Collection Period shall be excluded. Available Funds for each Payment
Date will not include, and the amount of Available Funds will not be reduced by, the amount of any Supplemental Servicing Fees.


 


“Available
Purchase Amount” means as of any Subsequent Transfer Date, the excess, if any, of $[RESERVED] over the Aggregate Starting
Principal Balance on (and before giving effect to any transfers of Receivables on) such Subsequent Transfer Date.


 


“Basic Documents”
means the Indenture, the Certificate of Trust, the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase
Agreement, the Administration Agreement, the Note Depository Agreement, the Interest Rate Swaps, if any, the Swap Counterparty
Rights Agreement, if any, and other documents and certificates delivered in connection therewith.


 


“Book-Entry
Notes” means a beneficial interest in the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes and Class B Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described
in Section 2.11 of the Indenture.


 




    	App. A-2



    	 



    

 


“Business
Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions or trust companies
in the State of Florida, the State of New York, the State of Delaware, the states in which the servicing offices of the Servicer
are located or the states in which the Corporate Trust Offices are located are required or authorized by law, regulation or executive
order to be closed.


 


“Certificate
of Trust” shall mean the Certificate of Trust in the form of Exhibit B to the Trust Agreement filed for the
Trust pursuant to Section 3810(a) of the Delaware Statutory Trust Act.


 


“Certificateholder”
shall mean a Person in whose name a Trust Certificate is registered in the Certificate Register.


 


“Certificate
Register” and “Certificate Registrar” shall mean the register mentioned in and the registrar appointed
pursuant to Section 3.04 of the Trust Agreement.


 


“Certificates”
means the Trust Certificates issued by the Issuing Entity pursuant to the Trust Agreement in form and substance attached as Exhibit
A thereto.


 


“Class”
means any one of the classes of Notes.


 


“Class A Noteholders’
Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class A Noteholders’ Interest
Distributable Amount for the preceding Payment Date, over the amount in respect of interest that was actually paid on the Class
A Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to holders of the Class A Notes
on the preceding Payment Date, to the extent permitted by law, at the respective interest rates borne by each Class of the Class
A Notes for the related Interest Accrual Period.


 


“Class A Noteholders’
Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Class A Noteholders’ Monthly
Interest Distributable Amount for such Payment Date and the Class A Noteholders’ Interest Carryover Shortfall for such Payment
Date.


 


“Class A Noteholders’
Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the related Interest
Accrual Period on each class of Class A Notes at the respective interest rate for such Class on the Outstanding Amount of the Notes
of such Class on the immediately preceding Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after
giving effect to all payments of principal to the Noteholders of such Class on or prior to such preceding Payment Date. For all
purposes of this Agreement and the Basic Documents, interest with respect to the Class A-2 Notes, the Class A-3 Notes and
the Class A-4 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The interest due on these
classes of notes on each Payment Date will be the product of:


 


		·	the Outstanding Principal Balance of the related Class of Notes;



 


		·	the related Interest Rate; and



 




    	App. A-3



    	 



    

 


		·	30 (or, in the case of the initial Payment Date, 22) divided by 360.



 


Interest due on the
initial Payment Date will be $67,533.89 for the Class A-2 Notes, $147,632.22 for the Class A-3 Notes and $95,687.90 for the
Class A-4 Notes.


 


Interest with respect
to the Class A-1 Notes shall be computed on the basis of the actual number of days in the related Interest Accrual Period and a
360-day year. The interest due on these classes of notes on each Payment Date will be the product of:


 


		·	the Outstanding Principal Balance of the related Class of Notes;



 


		·	the related Interest Rate; and



 


		·	the actual number of days since the previous Payment Date (or, in the case of the initial Payment
Date, since the Closing Date) divided by 360.



 


Interest due on the
initial Payment Date will be $26,277.78 for the Class A-1 Notes.


 


“Class A Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.


 


“Class A-1
Final Scheduled Payment Date” means the May 15, 2015 Payment Date.


 


“Class A-1
Interest Rate” means 0.20000% per annum computed on the basis of the actual number of days elapsed and on a 360 day year.


 


“Class A-1
Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.


 


“Class A-1
Notes” means the Class A-1 0.20000% Asset-Backed Notes, substantially in the form of Exhibit A-1 to
the Indenture.


 


“Class A-2
Final Scheduled Payment Date” means the May 15, 2017 Payment Date.


 


“Class A-2
Interest Rate” means 0.43% per annum computed on the basis of a 360 day year of twelve 30 day months.


 


“Class A-2
Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.


 


“Class A-2
Notes” means the Class A-2 0.43% Asset-Backed Notes, substantially in the form of Exhibit A-2 to the
Indenture.


 


“Class A-3
Final Scheduled Payment Date” means the April 15, 2019 Payment Date.


 


“Class A-3
Interest Rate” means 0.94% per annum computed on the basis of a 360 day year of twelve 30 day months.


 




    	App. A-4



    	 



    

 


“Class A-3
Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.


 


“Class A-3
Notes” means the Class A-3 0.94% Asset-Backed Notes, substantially in the form of Exhibit A-3 to the
Indenture.


 


“Class A-4
Final Scheduled Payment Date” means the June 15, 2020 Payment Date.


 


“Class A-4
Interest Rate” means 1.53% per annum computed on the basis of a 360 day year of twelve 30 day months.


 


“Class A-4
Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.


 


“Class A-4
Notes” means the Class A-4 1.53% Asset-Backed Notes, substantially in the form of Exhibit A-4 to the
Indenture.


 


“Class B Final
Scheduled Payment Date” means the February 16, 2021 Payment Date.


 


“Class B Interest
Rate” means 1.80% per annum computed on the basis of a 360 day year of twelve 30 day months.


 


“Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note Register.


 


“Class B Noteholders’
Interest Carryover Shortfall” means, with respect to any Payment Date, the excess of the Class B Noteholders’ Interest
Distributable Amount for the preceding Payment Date, over the amount in respect of interest that was actually paid on the Class
B Notes on such preceding Payment Date, plus interest on the amount of interest due but not paid to holders of the Class B Notes
on the preceding Payment Date, to the extent permitted by law, at the respective interest rates borne by such Class of the Notes
for the related Interest Accrual Period.


 


“Class B Noteholders’
Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Class B Noteholders’ Monthly
Interest Distributable Amount for such Payment Date and the Class B Noteholders’ Interest Carryover Shortfall for such Payment
Date.


 


“Class B Noteholders’
Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the related Interest
Accrual Period on the Class B Notes at the interest rate for such Class on the Outstanding Amount of the Notes of such Class on
the immediately preceding Payment Date (or, in the case of the initial Payment Date, on the Closing Date), after giving effect
to all payments of principal to the Noteholders of such Class on or prior to such preceding Payment Date. For all purposes of this
Agreement and the Basic Documents, interest with respect to all Class B Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. The interest due on these classes of notes on each Payment Date will be the product of:


 




    	App. A-5



    	 



    

 


		·	the Outstanding Principal Balance of the related Class of Notes;



 


		·	the related Interest Rate; and



 


		·	30 (or, in the case of the initial Payment Date, 22) divided by 360.



 


Interest due on the
initial Payment Date will be $19,591.00 for the Class B Notes.


 


“Class B Notes”
means the Class B 1.80% Asset-Backed Notes substantially in the form of Exhibit B to the Indenture.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange
Act.


 


“Clearing
Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time
a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date”
shall mean April 23, 2014.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral”
has the meaning specified in the Granting Clause of the Indenture.


 


“Collection
Account” means the account designated as such, established and maintained pursuant to Section 5.01(a)(i) of the
Sale and Servicing Agreement.


 


“Collection
Account Redeposits” means, with respect to any Payment Date, amounts that would have been distributed to the Certificateholders
on the prior Payment Date but for the direction of the Certificateholders causing such amounts to remain on deposit in the Collection
Account.


 


“Collection
Period” means, with respect to any Payment Date, the period from and including the first day of the calendar month immediately
preceding the calendar month in which such Payment Date occurs (or with respect to the initial Payment Date, from but excluding
the Initial Cutoff Date) to and including the last day of the calendar month immediately preceding the calendar month in which
such Payment Date occurs. Any amount stated as of the last day of a Collection Period shall give effect to the following applications
as determined as of the close of business on such last day: (1) all applications of collections and (2) all distributions to be
made on the related Payment Date.


 


“Collections”
shall mean all amounts collected by the Servicer (from whatever source) on or with respect to the Receivables.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Contract”
means a motor vehicle retail installment sale contract.


 




    	App. A-6



    	 



    

 


“Controlling
Securities” means (i) the Class A Notes so long as the Class A Notes are outstanding and (ii) after the Class A Notes
are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding.


 


“Corporate
Trust Office” means:


 


(a)          with respect
to the Indenture Trustee, the corporate trust office of the Indenture Trustee located at 1251 Avenue of the Americas, 19th Floor,
New York, New York 10020, Telecopy: (646) 452-2001, Email: CTNY1@unionbank.com, or at such other address or electronic mail address
as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuing Entity, or the principal
corporate trust office of any successor Indenture Trustee at the address or electronic mail address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuing Entity; and


 


(b)          with respect to the Owner Trustee,
the corporate trust office of the Owner Trustee located at U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor,
Wilmington, Delaware 19801, Attn: World Omni Auto Receivables Trust 2014-A, with a copy to U.S. Bank Trust National Association,
Mail Code MK-12-SL7R, 190 S. LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Edwin Janis, VP, Telecopy: (312) 332-7992,
or at such other address or electronic mail address as the Owner Trustee may designate by notice to the Certificateholders and
the Depositor, or the principal corporate trust office of any successor Owner Trustee at the address or electronic mail address
designated by such successor Owner Trustee by notice to the Certificateholders and the Depositor.


 


“Cutoff Date”
means with respect to an Initial Receivable, the Initial Cutoff Date, and with respect to a Subsequent Receivable, the related
Subsequent Cutoff Date.


 


“Dealer”
means the dealer who sold a Financed Vehicle and who originated and assigned the related Receivable to World Omni under an existing
agreement between such dealer and World Omni.


 


“Default”
means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Defaulted
Receivable” means a Receivable as to which (a) $40 or more of a monthly payment is 120 or more days past due and the
Servicer has not repossessed the related Financed Vehicle or (b) the Servicer has, in accordance with its customary servicing procedures,
determined that eventual payment in full is unlikely and has either repossessed and liquidated the related Financed Vehicle or
repossessed and held the related Financed Vehicle in its repossession inventory for 45 days, whichever occurs first. The Principal
Balance of any Receivable that becomes a Defaulted Receivable will be deemed to be zero as of the date it becomes a Defaulted Receivable.


 


“Definitive
Notes” has the meaning specified in Section 2.11 of the Indenture.


 




    	App. A-7



    	 



    




 


“Delivery”
when used with respect to Trust Account Property means:


 


(a)          with
respect to bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute
“instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer
thereof to the Indenture Trustee or its nominee or custodian by physical delivery to the Indenture Trustee or its nominee or custodian
endorsed to, or registered in the name of, the Indenture Trustee or its nominee or custodian or endorsed in blank, and, with respect
to a certificated security (as defined in Section 8-102 of the UCC) transfer thereof (i) by delivery of such certificated security
endorsed to, or registered in the name of, the Indenture Trustee or its nominee or custodian or endorsed in blank to a financial
intermediary (as defined in Section 8-313 of the UCC) and the making by such financial intermediary of entries on its books and
records identifying such certificated securities as belonging to the Indenture Trustee or its nominee or custodian and the sending
by such financial intermediary of a confirmation of the purchase of such certificated security by the Indenture Trustee or its
nominee or custodian, or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(3) of the
UCC) and the making by such clearing corporation of appropriate entries on its books reducing the appropriate securities account
of the transferor and increasing the appropriate securities account of a financial intermediary by the amount of such certificated
security, the identification by the clearing corporation of the certificated securities for the sole and exclusive account of
the financial intermediary, the maintenance of such certificated securities by such clearing corporation or a “custodian
bank” (as defined in Section 8-102(4) of the UCC) or the nominee of either subject to the clearing corporation’s exclusive
control, the sending of a confirmation by the financial intermediary of the purchase by the Indenture Trustee or its nominee or
custodian of such securities and the making by such financial intermediary of entries on its books and records identifying such
certificated securities as belonging to the Indenture Trustee or its nominee or custodian (all of the foregoing, “Physical
Property”), and, in any event, any such Physical Property in registered form shall be in the name of the Indenture Trustee
or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect the complete
transfer of ownership of any such Trust Account Property (as defined herein) to the Indenture Trustee or its nominee or custodian,
consistent with changes in applicable law or regulations or the interpretation thereof;


 


(b)          with
respect to any securities issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that are book-entry securities held through the Federal Reserve System pursuant to Federal book-entry regulations,
the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9
of the UCC: book-entry registration of such Trust Account Property to an appropriate book-entry account maintained with a Federal
Reserve Bank by a financial intermediary which is also a “depository” pursuant to applicable Federal regulations and
issuance by such financial intermediary of a deposit advice or other written confirmation of such book-entry registration to the
Indenture Trustee or its nominee or custodian of the purchase by the Indenture Trustee or its nominee or custodian of such book-entry
securities; the identification by the Federal Reserve Bank of such book-entry securities on its record being credited to the financial
intermediary’s Participant’s securities account; the making by such financial intermediary of entries in its books
and records identifying such book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations
as being credited to the Indenture Trustee’s securities account or custodian’s securities account and indicating that
such custodian holds such Trust Account Property solely as agent for the Indenture Trustee or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Trust
Account Property to the Indenture Trustee or its nominee or custodian, consistent with changes in applicable law or regulations
or the interpretation thereof; and


 




    	App. A-8



    	 



    

 


(c)          with
respect to any item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed
by clause (b) above, registration on the books and records of the issuer thereof in the name of the financial intermediary, the
sending of a confirmation by the financial intermediary of the purchase by the Indenture Trustee or its nominee or custodian of
such uncertificated security, the making by such financial intermediary of entries on its books and records identifying such uncertificated
certificates as belonging to the Indenture Trustee or its nominee or custodian.


 


“Depositor”
means World Omni Auto Receivables LLC in its capacity as Depositor under certain of the Basic Documents.


 


“Early Termination
Date” has the meaning specified in Section 14 of the applicable Interest Rate Swap, if any.


 


“Eligible
Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account
with the corporate trust department of a depository institution organized under the laws of the United States of America or any
one of the states thereof or the District of Columbia (or any domestic branch of a foreign bank), having corporate trust powers
and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution shall
have a credit rating of BBB or better by Standard & Poor’s and, if rated by Fitch, in one of its generic rating categories
that signifies investment grade.


 


“Eligible
Institution” means


 


(a) the corporate trust
department of the Indenture Trustee or


 


(b) a depository institution
or trust company organized under the laws of the United States of America or any one of the states thereof, or the District of
Columbia (or any domestic branch of a foreign bank), which at all times (i) has either (A) a long-term unsecured debt rating of
AA or better by Fitch (if rated by Fitch), AA or better by Standard & Poor’s, or such other rating that is acceptable
to each Rating Agency, as evidenced by a letter from such Rating Agency to the Indenture Trustee or (B) a certificate of deposit
rating of F-1 by Fitch (if rated by Fitch), A-1+ by Standard & Poor’s, or such other rating that is acceptable to
each Rating Agency, as evidenced by a letter from such Rating Agency to the Indenture Trustee and (ii) whose deposits are insured
by the FDIC.


 




    	App. A-9



    	 



    

 


 


“Eligible
Investments” shall mean any of the following in each case with a required maturity date as set forth in Section 5.01(b)
of the Sale and Servicing Agreement:


 


(a)          (i)
direct obligations of, and obligations guaranteed as to full and timely payment of principal and interest by, the United States
or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United
States (other than the Government National Mortgage Association), and (ii) direct obligations of, or obligations fully guaranteed
by, Fannie Mae or any State then rated with the highest available credit rating of Fitch (if rated by Fitch) and Standard &
Poor’s, or such obligations, which obligations are, at the time of investment, otherwise acceptable to each Rating Agency
for securities having a rating at least equivalent to the rating of the Notes;


 


(b)          money
market deposit accounts, certificates of deposit, demand or time deposits, savings deposits, bankers acceptances, or federal funds,
in each case as defined in Regulation D of the Board of Governors of the Federal Reserve System and issued by or sold by or offered
by, any domestic office of any commercial bank or any depository institution or trust company (including the Indenture Trustee
or the Owner Trustee or their successors) incorporated or organized under the laws of the United States or any State thereof which
has a combined capital and surplus and undivided profits of not less than $250,000,000 and the deposits of which are insured by
the FDIC to the full extent legally permitted;


 


(c)          repurchase
obligations held by the Indenture Trustee that are acceptable to the Indenture Trustee with respect to (i) any security described
in clause (a) above or (e) below, or (ii) any other security issued or guaranteed by any agency or instrumentality of the United
States, in either case entered into with a federal agency or depository institution or trust company (including the Indenture Trustee)
acting as principal, whose obligations having the same maturity as that of the repurchase agreement would be Eligible Investments
under clause (b) above; provided, however, that repurchase obligations entered into with any particular depository
institution or trust company (including the Indenture Trustee or Owner Trustee) will not be Eligible Investments to the extent
that the aggregate principal amount of such repurchase obligations with such depository institution or trust company held by the
Indenture Trustee on behalf of the Trust shall exceed 10% of either the Pool Balance or the aggregate unpaid balance or face amount,
as the case may be, of all Eligible Investments held by the Indenture Trustee on behalf of the Trust;


 




    	App. A-10



    	 



    

(d)          securities
bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State
so long as at the time of such investment or contractual commitment providing for such investment, either the long-term, unsecured
debt of such corporation has the highest available credit rating from Fitch (if rated by Fitch) and Standard & Poor’s,
or the Rating Agency Condition has been satisfied, or commercial paper or other short-term debt having the Required Rating; provided,
however, that any such commercial paper or other short-term debt may have a remaining term to maturity of no longer than
30 days after the date of such investment or contractual commitment providing for such investment, and that the securities issued
by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding
principal amount or face amount, as the case may be, of securities issued by such corporation and held by the Indenture Trustee
on behalf of the Trust to exceed 10% of either the Pool Balance or the aggregate unpaid principal balance or face amount, as the
case may be, of all Eligible Investments held by the Indenture Trustee on behalf of the Trust;


 


(e)          interest
in any open-end or closed-end management type investment company or investment trust (i) registered under the Investment Company
Act of 1940, as amended, the portfolio of which is limited to the obligations of, or guaranteed by, the United States and to agreements
to repurchase such obligations, which agreements, with respect to principal and interest, are at least 100% collateralized by such
obligations marked to market on a daily basis and the investment company or investment trust shall take delivery of such obligations
either directly or through an independent custodian designated in accordance with the Investment Company Act and (ii) acceptable
to each Rating Agency (as approved in writing by each Rating Agency) as collateral for securities having ratings equivalent to
the ratings of the Notes;


 


(f)          guaranteed
reinvestment agreements issued by any bank, insurance company or other corporation for which the Rating Agency Condition has been
satisfied;


 


(g)          investments
in Eligible Investments maintained in “sweep accounts,” short-term asset management accounts and the like utilized
for the investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any
other depository institution or trust company organized under the laws of the United States or any state that is a member of the
FDIC, the short-term debt of which has the highest available credit rating of Fitch (if rated by Fitch) and Standard &
Poor’s;


 


(h)          guaranteed
investment contracts entered into with any financial institution having a final maturity of not more than one month from the date
of acquisition, the short-term debt securities of which institution have the Required Rating;


 


(i)          funds
classified as money market funds; provided, however, that the fund shall be rated with the highest available
credit rating of Fitch (if rated by Fitch) and Standard & Poor’s, and redemptions shall be permitted on a daily
or next business day basis;


 


(j)          auction
rate securities issued with a rate reset mechanism and a maximum term of 30 days; provided that investment will be
limited to those issuers having the AAA credit rating of Fitch (if rated by Fitch) and Standard & Poor’s; and


 


(k)          such
other investments for which the Rating Agency Condition has been satisfied.


 


Notwithstanding anything
to the contrary contained in the foregoing definition:


 




    	App. A-11



    	 



    

 


 


(a)          no
Eligible Investment may be repurchased at a premium;


 


(b)          any
of the foregoing which constitutes a certificated security shall not be considered an Eligible Investment unless:


 


(i)          in the
case of a certificated security that is in bearer form, (A) the Indenture Trustee acquires physical possession of such certificated
security, or (B) a person, other than a securities intermediary, acquires possession of such certificated security on behalf of
the Indenture Trustee; and


 


(ii)          in
the case of a certificated security that is in registered form (A)(1) the Indenture Trustee acquires physical possession of such
certificated security, (2) a person, other than a securities intermediary, acquires possession of such certificated security on
behalf of the Indenture Trustee, or (3) a securities intermediary acting on behalf of the Indenture Trustee acquires possession
of such certificated security and such certificated security has been specially endorsed to the Indenture Trustee, and (B) (1)
such certificated security is endorsed to the Indenture Trustee or in blank by an effective endorsement, or (2) such certificated
security is registered in the name of the Indenture Trustee;


 


(c)          any
of the foregoing that constitutes an uncertificated security shall not be considered an Eligible Investment unless (A) the Indenture
Trustee is registered by the issuer as the owner thereof, (B) a person, other than a securities intermediary, becomes the registered
owner of such uncertificated security on behalf of the Indenture Trustee, or (C) the issuer of such uncertificated security agrees
that it will comply with the instructions originated by the Indenture Trustee without further consent by any registered owner of
such uncertificated security;


 


(d)          any
of the foregoing that constitutes a security entitlement shall not be considered an Eligible Investment unless (A) the Indenture
Trustee becomes the entitlement holder thereof, or (B) the securities intermediary has agreed to comply with the entitlement orders
originated by the Indenture Trustee without further consent by the entitlement holder;


 


(e)          any
of the foregoing shall not constitute an Eligible Investment unless the Indenture Trustee (A) has given value, and (B) does not
have notice of an adverse claim; and


 


(f)          for
the purposes of funds held in the Collection Account only, investments which would otherwise qualify as Eligible Investments but
for the fact that such investments are rated A-1 by Standard & Poor’s shall be Eligible Investments, so long as
the aggregate amount of such investments does not exceed 10% of the Outstanding Amount of the Notes.


 


“ERISA”
shall have the meaning assigned thereto in Section 3.04 of the Trust Agreement.


 


“Event of
Default” has the meaning specified in Section 5.01 of the Indenture.


 




    	App. A-12



    	 



    

 


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Executive
Officer” means, with respect to any company, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, any Executive Vice President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer of such
company; and with respect to any partnership, any general partner thereof.


 


“Expenses”
shall have the meaning assigned to such term in Section 8.02 of the Trust Agreement.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Final Prospectus”
shall mean the prospectus dated April 10, 2014, as supplemented by the prospectus supplement dated April 15, 2014,
relating to the Notes.


 


“Final Scheduled
Maturity Date” means in the case of an Initial Receivable, July 9, 2020, or, in the case of a Subsequent Receivable,
[reserved].


 


“Final Scheduled
Payment Date” means (i) with respect to the Class A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) with respect
to the Class A-2 Notes, the Class A-2 Final Scheduled Payment Date, (iii) with respect to the Class A-3 Notes, the Class A-3 Final
Scheduled Payment Date, (iv) with respect to the Class A-4 Notes, the Class A-4 Final Scheduled Payment Date, and (v) with respect
to the Class B Notes, the Class B Final Scheduled Payment Date.


 


“Financed
Vehicle” means an automobile or light-duty truck, together with all accessions thereto, securing an Obligor’s indebtedness
under the respective Receivable.


 


“Financial
Asset” has the meaning given such term in Revised Article 8. As used herein, the Financial Asset “related to”
a security entitlement is the Financial Asset in which the entitlement holder (as defined in the New York UCC) holding such Security
Entitlement has the rights and property interest specified in the New York UCC.


 


“Fitch”
means Fitch, Inc. or its successor.


 


“Funding
Period” means, if the Pre-Funding Account Initial Deposit is greater than zero, the period beginning on and including
the Closing Date and ending on the first to occur of (a) the date on which the amount on deposit in the Pre-Funding Account (after
giving effect to any transfers therefrom in connection with the transfer of Subsequent Receivables to the Issuing Entity
on such Payment Date) is not greater than $100,000, (b) the date on which an Event of Default or a Servicer Default occurs, (c)
the date on which an Insolvency Event occurs with respect to WOAR or World Omni or (d) the last Business Day of [RESERVED].
If the Pre-Funding Account Initial Deposit is zero, there will be no Funding Period.


 




    	App. A-13



    	 



    

 


“Grant”
means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and
a security interest in and a right of set-off against, deposit, set over and confirm pursuant to the Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the
name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled
to do or receive thereunder or with respect thereto.


 


“Holder”
or “Noteholder” means the Person in whose name a Note is registered on the Note Register.


 


“Indemnified
Parties” shall have the meaning assigned to such term in Section 8.02 of the Trust Agreement.


 


“Indenture”
shall mean the Indenture, dated as of the Closing Date, between the Trust and the Indenture Trustee, as the same may be amended
and supplemented from time to time.


 


“Indenture
Trustee” means Union Bank, N.A., not in its individual capacity but solely as Indenture Trustee under the Indenture, or
any successor Indenture Trustee under the Indenture.


 


“Independent”
means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuing Entity, any
other obligor on the Notes, the Depositor and any Affiliate of any of the foregoing Persons, (b) does not have any direct
financial interest or any material indirect financial interest in the Issuing Entity, any such other obligor, the Depositor or
any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuing Entity, any such other obligor, the
Depositor or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director
or person performing similar functions.


 


“Independent
Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described
in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, made by an Independent
appraiser or other expert appointed by an Issuing Entity Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture
and that the signer is Independent within the meaning thereof.


 


“Initial Aggregate
Starting Principal Balance” means $888,543,023.50.


 


“Initial Cutoff
Date” means March 10, 2014.


 


“Initial
RPA Assignment” has the meaning assigned in Section 2.01 of
the Receivables Purchase Agreement.


 


“Initial
SSA Assignment” has the meaning assigned in Section 2.01 of
the Sale and Servicing Agreement.


 




    	App. A-14



    	 



    

 


“Initial
Receivables” means the Receivables transferred to the Trust on the Closing Date as set forth on the Schedule of Receivables
attached to the Initial SSA Assignment.


 


“Initial Trust
Agreement” shall have the meaning assigned to such term in Section 2.12 of the Trust Agreement.


 


“Insolvency
Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction
in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal
or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in
an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property,
or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to
pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.


 


“Interest
Accrual Period” means, with respect to any Payment Date, (i) for the Class A-1 Notes, the period from and including the
previous Payment Date (or, in the case of the initial Payment Date, the Closing Date) to, but excluding, the current Payment Date
and (ii) for the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the period from and including
the 15th day of the preceding calendar month (or, in the case of the initial Payment Date, the Closing Date) to, but excluding,
the 15th day of the current calendar month.


 


“Interest
Rate” means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the
Class A-4 Interest Rate or the Class B Interest Rate, as applicable.


 


“Interest
Rate Swaps” means the interest rate swap agreements, if any, including all schedules and confirmations related thereto,
between the Trust and the Swap Counterparty, if any, in effect on the Closing Date (as may be amended, supplemented, replaced or
otherwise modified and in effect from time to time).


 


“Investment
Earnings” means, with respect to any Payment Date, the investment earnings (net of losses and investment expenses) on
amounts on deposit in the Trust Accounts to be deposited into the Collection Account on such Payment Date pursuant to Section
5.01(b) of the Sale and Servicing Agreement.


 


“Investment
Letter” has the meaning assigned in Section 2.04(a) of the Indenture.


 


“Issuing Entity”
means World Omni Auto Receivables Trust 2014-A until a successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained in the Indenture and required by the TIA, each other obligor on the Notes.


 




    	App. A-15



    	 



    

 


“Issuing Entity
Order” or “Issuing Entity Request” means a written order or request signed in the name of the Issuing
Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.


 


“Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens
and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.


 


“Liquidated
Receivable” means any Receivable liquidated by the Servicer through the sale of a Financed Vehicle or otherwise.


 


“Liquidation
Proceeds” means, with respect to any Liquidated Receivable, the monies collected in respect thereof, from whatever source
on a Liquidated Receivable during the Collection Period in which such Receivable became a Liquidated Receivable, net of the sum
of any amounts expended by the Servicer in connection with such liquidation and any amounts required by law to be remitted to the
Obligor on such Liquidated Receivable.


 


“Materiality
Opinion” has the meaning set forth in the Swap Counterparty Rights Agreement, if any.


 


“Maximum
Negative Carry Amount” means, if there is a Funding Period, with respect to the Closing Date and any Payment Date, the
product of (i) the excess of (a) the weighted average of the Interest Rates on the Notes, as of such date over (b) [RESERVED]%
multiplied by (ii) the amount on deposit in the Pre-Funding Account on such date multiplied by (iii) the fraction of a year
represented by the number of days from such date until, but excluding, the Payment Date immediately following the calendar month
in which the last day of the Funding Period occurs (calculated on the basis of a 360-day year of twelve 30-day months).


 


“Monthly
Swap Payment Amount” means, with respect to any Payment Date, the amount payable by the Trust under the Interest Rate
Swaps other than Swap Termination Payment Amounts, if any.


 


“Negative
Carry Account” means the account, if any, designated as such, established and maintained pursuant to Section 5.01(a)(v)
of the Sale and Servicing Agreement.


 


“Negative
Carry Account Initial Deposit” means cash or Eligible
Investments having a value of $0.00.


 


“Negative
Carry Amount” means, if there is a Funding Period, with respect to any Payment Date, the excess (if any) of (i) the product
of (a) the sum of the aggregate of the Class A Noteholders’ Interest Distributable Amount and the Class B Noteholders’
Interest Distributable Amount for such Payment Date multiplied by (b) a fraction, the numerator of which is the amount on deposit
in the Pre-Funding Account as of the preceding Payment Date (or, if none, the Closing Date) and the denominator of which is the
Outstanding Amount on such preceding Payment Date (or, if none, the Closing Date), in each case, giving effect to all deposits,
withdrawals and payments to be made on such Payment Date over (ii) the Investment Earnings on amounts in the Pre-Funding Account
during the related Collection Period.


 




    	App. A-16



    	 



    

 


“Non-Recoverable
Advance Receivable” means a Receivable for which the Servicer has determined on or prior to the related Payment Date
that an Advance thereon would not be recoverable or that prior Advances thereon are not recoverable.


 


“Note Depository
Agreement” means the letter of representations, dated as of the Closing Date, between the Issuing Entity and The Depository
Trust Company, as the initial Clearing Agency.


 


“Note Distribution
Account” means the account designated as such, established and maintained pursuant to Section 5.01(a)(ii) of the
Sale and Servicing Agreement.


 


“Note Owner”
means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).


 


“Note Pool
Factor” means, with respect to each Class of Notes as of the close of business on the last day of a Collection Period,
a seven-digit decimal figure equal to the Outstanding Amount of such Class of Notes (after giving effect to any reductions thereof
to be made on the immediately following Payment Date) divided by the original Outstanding Amount of such Class of Notes. The Note
Pool Factor will be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will decline to reflect reductions in the
Outstanding Amount of such Class of Notes.


 


“Note Register”
and “Note Registrar” have the respective meanings specified in Section 2.05 of the Indenture.


 


“Noteholders”
shall mean the holders of the Notes.


 


“Noteholders’
Distributable Amount” means, with respect to any Payment Date, the sum of the Noteholders’ Interest Distributable
Amount and the Noteholders’ Principal Distributable Amount for such Payment Date.


 


“Noteholders’
First Priority Principal Distributable Amount” means, with respect to any Payment Date, an amount equal to the excess,
if any, of (a) the Outstanding Amount of the Class A Notes as of the day immediately preceding such Payment Date over (b) the Pool
Balance for that Payment Date.


 


“Noteholders’
Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Class A Noteholders’ Interest
Distributable Amount for such Payment Date and the Class B Noteholders’ Interest Distributable Amount for such Payment Date.


 


“Noteholders’
Principal Distributable Amount” means, with respect to any Payment Date, the excess, if any, of (a) the sum of the Outstanding
Amount of the Notes as of the day immediately preceding that Payment Date over (b) the Pool Balance for that Payment Date minus
the Overcollateralization Target Amount for that Payment Date, provided that on the Final Scheduled Payment Date
of any Class of Notes, the Noteholders’ Principal Distributable Amount shall not be less than the amount necessary to reduce
the aggregate Principal Balance of such Class of Notes to zero.


 




    	App. A-17



    	 



    

 


“Noteholders’
Second Priority Principal Distributable Amount” means, with respect to any Payment Date, an amount equal to the excess,
if any, of (a) the Outstanding Amount of the Notes as of the day immediately preceding such Payment Date over (b) the Pool Balance
for that Payment Date less (c) any amounts allocated to the Noteholders’ First Priority Principal Distributable Amount.


 


“Notes”
means Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes.


 


“Obligor”
on a Receivable means the purchaser or co-purchasers of the Financed Vehicle and any other Person who owes payments under the Receivable.


 


“Officer’s
Certificate” means in the case of the Issuing Entity, a certificate signed by any Authorized Officer of the Issuing Entity,
under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of
the Indenture, and delivered to the Indenture Trustee (unless otherwise specified, any reference in the Indenture to an Officer’s
Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuing Entity), and in the case of World
Omni, the Depositor or the Servicer, a certificate signed by the president, a vice president, a treasurer, assistant treasurer,
secretary or assistant secretary of World Omni, the Depositor or the Servicer, as appropriate.


 


“Opinion of
Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture,
be an employee of or counsel to the Issuing Entity and who shall be satisfactory to the addressees of such opinion, and which opinion
or opinions if addressed to the Indenture Trustee, shall comply with any applicable requirements of Section 11.01 of
the Indenture and shall be in form and substance satisfactory to the Indenture Trustee.


 


“Outstanding”
means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:


 


(a)          Notes
theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(b)          Notes
or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee
or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed,
notice of such redemption has been duly given or waived pursuant to this Indenture or provision for such notice or waiver has been
made which is satisfactory to the Indenture Trustee); and


 


(c)          Notes
in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory
to the Indenture Trustee is presented that any such Notes are held by a protected purchaser;


 




    	App. A-18



    	 



    

 


provided, that
in determining whether the Holders of the requisite Outstanding Amount of the Controlling Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuing Entity, any
other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee has
actual knowledge are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Issuing Entity, any other obligor upon the Notes, the Depositor or any Affiliate of any of
the foregoing Persons.


 


“Outstanding
Advances” means all Advances by the Servicer minus all reimbursements of Advances to the Servicer pursuant to Section
4.08 and Section 5.04 of the Sale and Servicing Agreement.


 


“Outstanding
Amount” means the aggregate principal amount of all Notes, or Class of Notes, as applicable, Outstanding at the date
of determination.


 


“Overcollateralization
Target Amount” means, with respect to any Payment Date, an amount equal to 4.50% of the aggregate Principal Balance of
the Receivables as of the end of the related Collection Period less the Yield
Supplement Overcollateralization Amount of those Receivables as of the last day of the related Collection Period, but not
less than the result of 1.00% of the Aggregate Starting Principal Balance of the Receivables minus the Yield
Supplement Overcollateralization Amount as of the applicable Cutoff Date.


 


“Owner Trust
Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust
pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts
and all other property of the Trust from time to time, including any rights of the Trust pursuant to the Sale and Servicing Agreement
and the Administration Agreement.


 


“Owner Trustee”
shall mean U.S. Bank Trust National Association, not in its individual capacity but solely as owner trustee under the Trust Agreement,
and any successor Owner Trustee thereunder.


 


“Paying Agent”
means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11
of the Indenture and is authorized by the Issuing Entity to make payments to and distributions from the Collection Account and
the Note Distribution Account, including payments of principal of or interest on the Notes on behalf of the Issuing Entity.


 


“Payment Date”
means, with respect to each Collection Period, the fifteenth day of the following month or, if such day is not a Business Day,
the immediately following Business Day. The initial Payment Date will be May 15, 2014.


 




    	App. A-19



    	 



    

 


“Payment Determination
Date” means, with respect to any Payment Date, two (2) Business Days immediately preceding such Payment Date.


 


“Payment Extension
Program” means a program where one month’s payment of principal is deferred in return for the payment of an extension
fee calculated generally at the APR of the contract for the month in which such payment is deferred (unless such fee is waived
by the Servicer in accordance with the Servicer’s customary servicing procedures).


 


“Percentage
Interest” shall mean, with respect to each Trust Certificate, the percentage beneficial interest in the Trust represented
by such Trust Certificate.


 


“Person”
means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company,
trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.


 


“Physical
Property” has the meaning assigned to such term in the definition of “Delivery” above.


 


“Plan”
shall have the meaning assigned to such term in Section 3.04 of the Trust Agreement.


 


“Pool Balance”
means, as of any Payment Date, the aggregate Principal Balance of the Receivables as of the last day of the related Collection
Period less the Yield Supplement Overcollateralization Amount as of such
day of the related Collection Period after giving effect to all payments of principal received from obligors and Purchase
Amounts to be remitted by the Servicer or the Depositor, as the case may be, plus amounts, if any, on deposit in the Pre-Funding
Account, if any, as of the last day of the related Collection Period (after giving effect to any withdrawals therefrom on such
date in connection with the purchase of Subsequent Receivables), for such Collection Period, and after reduction to zero of the
aggregate outstanding Principal Balance of any Receivable that became a Defaulted Receivable during the related Collection Period.


 


“Predecessor
Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.06
of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Note.


 


“Pre-Funded
Amount” means with respect to any Payment Date, the amount on deposit in the Pre-Funding Account, if any.


 


“Pre-Funding
Account” means the account, if any, designated as such, established and maintained pursuant to Section 5.01(a)(iv)
of the Sale and Servicing Agreement.


 


“Pre-Funding
Account Initial Deposit” means Cash or Eligible Investments having a value of $0.00.


 




    	App. A-20



    	 



    

 


“Principal
Balance” of a Receivable, as of the close of business on the last day of a Collection Period, means the Amount Financed
minus the sum of (i) the portion of all payments made by or on behalf of the related Obligor on or prior to such day and allocable
to principal using the Simple Interest Method; (ii) refunds of any warranty or insurance financed on the original Contract; and
(iii) any payment of the Purchase Amount with respect to the Receivable allocable to principal.


 


“Principal
Distribution Amount” means, with respect to any Payment Date, the sum of the following amounts, without duplication,
with respect to the Receivables with respect to the related Collection Period: (a) that portion of all collections on Receivables
allocable to principal, (b) the principal amount of Receivables that became Defaulted Receivables during such Collection Period,
(c) to the extent attributable to principal, the Purchase Amount of each Receivable that became a Purchased Receivable during such
Collection Period, and (d) partial prepayments received by the Servicer relating to refunds of any warranty or insurance, but only
if such amounts were financed by the respective Obligors thereon as of the date of the original contract and only to the extent
not included under clause (a) above; provided, however, that in calculating the Principal Distribution
Amount all payments on and proceeds (including Liquidation Proceeds) of any Purchased Receivables the Purchase Amount of which
has been included in the Principal Distribution Amount in a prior Collection Period will be excluded.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“Purchase
Amount” means, with respect to a Receivable, the amount, as of the close of business on the last day of the Collection
Period as of which that Receivable is purchased, required to prepay in full that Receivable under the terms thereof including accrued
and unpaid interest to such last day.


 


“Purchase
Date” has the meaning assigned to such term in Section 2.01 of the Receivables Purchase Agreement.


 


“Purchase
Price” has the meaning assigned to such term in Section 2.02 of the Receivables Purchase Agreement.


 


“Purchased
Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by the Servicer
pursuant to Section 4.07 or by World Omni pursuant to Section 3.02 of the Sale and Servicing Agreement.


 


“Rating Agencies”
means, for so long as such organization is rating a Class of Notes, Fitch and Standard & Poor’s or, if none of such
organizations or successors is any longer in existence, a nationally recognized statistical rating organization or other comparable
Person designated by the Depositor, notice of which designation shall be given to the Indenture Trustee, the Owner Trustee and
the Servicer.


 


“Rating Agency
Condition” means, with respect to any action, that each Rating Agency then rating a Class of Notes shall have received
5 Business Days’ (or such shorter period as shall be acceptable to each Rating Agency) prior written notice and shall not
have notified the Depositor that such action will result in a downgrade of the then current rating on any Notes.


 




    	App. A-21



    	 



    

 


“Receivable”
means any Contract listed on the Schedule of Receivables attached to an Assignment (which Schedule may be in the form of microfiche),
as such Schedule may be amended from time to time.


 


“Receivable
Files” means the documents specified in Section 3.03 of the Sale and Servicing Agreement.


 


“Receivables
Purchase Agreement” shall mean the Receivables Purchase Agreement, dated as of the Closing Date, between World Omni,
as depositor and World Omni Auto Receivables LLC, as purchaser, as amended from time to time.


 


“Record Date”
means, with respect to a Payment Date or Redemption Date, the close of business on the Business Day immediately preceding such
Payment Date or Redemption Date or, if Definitive Notes have been issued pursuant to Section 2.13 of the Indenture,
the Payment Date in the preceding month.


 


“Recoveries”
means, with respect to any Receivable that becomes a Liquidated Receivable, monies collected in respect thereof, from whatever
source, during any Collection Period following the Collection Period in which such Receivable became a Liquidated Receivable, net
of any expenses of the Servicer in connection with such Receivable for which the Servicer has not been previously reimbursed and
any amounts required by law to be remitted to the Obligor.


 


“Redemption
Date” means, in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment
Date specified by the Depositor or the Issuing Entity pursuant to Section 10.01 of the Indenture.


 


“Redemption
Price” means, in connection with a redemption of the Notes pursuant to Section 10.01 of the Indenture, with
respect to any Note, an amount equal to the unpaid principal amount of such Note plus accrued and unpaid interest thereon to but
excluding the Redemption Date.


 


“Registered
Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.


 


“Regulation
AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123,
as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission
in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Reporting
Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer,
employee or other person of the Indenture Trustee customarily performing functions similar to those performed by any of the above
designated officers and, with respect to each, having direct responsibility for the administration of the Indenture and also, with
respect to a particular matter, any other officer, employee or other person to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject, or, with respect to the Owner Trustee, any officer, employee or other
person within the Corporate Trust Office of the Owner Trustee having direct responsibility for the administration of the Trust
Agreement.


 




    	App. A-22



    	 



    

 


“Reporting
Subcontractor” shall mean with respect to any Person, any Subcontractor for such Person that is “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB. References to a Reporting Subcontractor shall
refer only to the Subcontractor of such Person and shall not refer to Subcontractors generally.


 


“Repurchase
Event” shall have the meaning specified in Section 6.02 of the Receivables Purchase Agreement.


 


“Repurchase
Rules and Regulations” shall have the meaning specified in Section 6.14 of the Indenture.


 


“Required
Rate” means 3.40% per annum, or such other rate as shall be approved by the Rating Agencies.


 


“Required
Rating” means a rating on commercial paper or other short term unsecured debt obligations of F-1 by Fitch (if rated by
Fitch) so long as Fitch is a Rating Agency and A-1+ by Standard & Poor’s so long as Standard & Poor’s
is a Rating Agency; and any requirement that deposits or debt obligations have the “Required Rating” shall mean that
such deposits or debt obligations have the foregoing required ratings from Fitch (if rated by Fitch) and Standard & Poor’s.


 


“Required
Negative Carry Account Balance” means, if applicable, as of any Payment Date, an amount equal to the lesser of (a) the
amount then on deposit in the Negative Carry Account, if any, and (b) the Maximum Negative Carry Amount as of such date.


 


“Required
Reserve Amount” means, with respect to any Payment Date, the lesser of (a) 0.25% of the difference of the Aggregate Starting
Principal Balance less the Yield Supplement Overcollateralization Amount
as of the applicable Cutoff Date of all Receivables transferred to the Trust and (b) the Outstanding Amount of the Notes.


 


“Reserve Account”
means the account designated as such, established and maintained pursuant to Section 5.01(a)(iii) and Section 5.07
of the Sale and Servicing Agreement.


 


“Reserve Account
Initial Deposit” means cash or Eligible Investments having a value of $2,171,744.40.


 


“Reserve
Account Subsequent Transfer Deposit” means with respect to any Subsequent Transfer Date, cash or Eligible Investments
in an amount equal to [RESERVED]% of the aggregate Starting Principal
Balance of the transferred Subsequent Receivables as of the applicable Subsequent Transfer Date less the Yield Supplement Overcollateralization
Amount as of the applicable Subsequent Transfer Date, which shall be deposited into the Reserve Account on such Subsequent Transfer
Date pursuant to Section 5.01(d) of the Sale and Servicing
Agreement.


 




    	App. A-23



    	 



    

 


“Responsible
Officer” means, with respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer
of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and,
with respect to each, having direct responsibility for the administration of the Indenture and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject.


 


“Retained
Notes” means [reserved].


 


“RPA Assignment”
has the meaning designated in Section 2.01 of the Receivables Purchase Agreement


 


“Sale and
Servicing Agreement” means the Sale and Servicing Agreement, dated as of the Closing Date, among the Issuing Entity,
the Depositor and World Omni, as Servicer, as amended from time to time.


 


“Schedule
of Receivables” shall mean each schedule attached to an RPA Assignment or an SSA Assignment specifying the Receivables
being transferred, as such Schedule may be amended from time to time.


 


“Secretary
of State” shall mean the Secretary of State of the State of Delaware.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Securitization
Transaction” means any transaction effected after the Closing Date involving an issuance of notes pursuant to the Indenture,
whether publicly offered or privately placed, rated or unrated.


 


“Senior Swap
Termination Payment Amount” means any Swap Termination Payment Amount other than a Subordinate Swap Termination Payment
Amount, if any.


 


“Servicer”
means World Omni, in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.


 


“Servicer
Default” means an event specified in Section 8.01 of the Sale and Servicing Agreement.


 


“Servicer’s
Certificate” means a certificate of the Servicer delivered pursuant to Section 4.09 of the Sale and Servicing
Agreement.


 


“Servicing
Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time.


 


“Servicing
Fee” means the fee payable to the Servicer for services rendered during each Collection Period, determined pursuant to
Section 4.08 of the Sale and Servicing Agreement.


 


“Servicing
Fee Rate” means 1% per annum.


 




    	App. A-24



    	 



    

 


“Similar Law”
has the meaning assigned to such term in Section 3.04 of the Trust Agreement.


 


“Simple Interest
Method” means the method of allocating a fixed level payment to principal and interest, pursuant to which the portion
of such payment that is allocated to interest is equal to the product of the fixed rate of interest multiplied by the unpaid principal
balance multiplied by the period of time elapsed since the preceding payment of interest was made and the remainder of such payment
is allocable to principal.


 


“Simple Interest
Receivable” means any Receivable under which the portion of a payment allocable to interest and the portion allocable
to principal is determined in accordance with the Simple Interest Method.


 


“Sponsor”
means World Omni Financial Corp., a Florida corporation, or its successors.


 


“SSA
Assignment” means the Initial SSA Assignment and any Subsequent Transfer SSA Assignment.


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business, or its successor.


 


“Starting
Principal Balance” means with respect to a Receivable, the aggregate principal amount advanced
under such Receivable toward the purchase price of the Financed
Vehicle or Financed Vehicles, including insurance premiums, service and warranty contracts, federal excise and sales taxes and
other items customarily financed as part of a Receivable and related costs, less payments received from the Obligor prior to the
Cutoff Date with respect to such Receivable allocable to principal.


 


“State”
means any one of the 50 States of the United States of America or the District of Columbia.


 


“Statutory
Trust Act” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801
et seq., as the same may be amended from time to time.


 


“Subcontractor”
shall mean any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Receivables but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer
or the Indenture Trustee.


 


“Subordinate
Swap Termination Payment Amount” means any Swap Termination Payment Amount resulting from a termination where the Swap
Counterparty is the Defaulting Party or the sole Affected Party (each as defined in the applicable Interest Rate Swap) other than
terminations arising from a Tax Event or Illegality (each as defined in the applicable Interest Rate Swap) , if any.


 




    	App. A-25



    	 



    

 


“Subsequent
Cutoff Date” means with respect to any Receivable transferred to the Trust after the Closing Date, if any, the date specified
by the Depositor in the month those Receivables are transferred to the Trust.


 


“Subsequent
Receivables” means the Receivables transferred from the Depositor to the Issuing Entity
pursuant to Section 2.03 of the Sale and Servicing Agreement,
which shall be listed on the schedules to the related Subsequent Transfer SSA Assignment, if any.


 


“Subsequent
Transfer Date” means any date during the Funding Period, if any, on which Subsequent Receivables are to be transferred
to the Issuing Entity and a related Subsequent Transfer SSA Assignment
is executed and delivered to the Issuing Entity and the Indenture
Trustee pursuant to Section 2.03 of the Sale and Servicing
Agreement. 


 


“Subsequent
Transfer RPA Assignment” has the meaning designated in Section 2.01
of the Receivables Purchase Agreement.


 


“Subsequent
Transfer SSA Assignment” has the meaning assigned thereto in Section
2.03(a) of the Sale and Servicing Agreement.


 


“Successor
Servicer” has the meaning specified in Section 3.07(e) of the Indenture.


 


“Supplemental
Servicing Fees” means late fees, any prepayment charges, phone pay fees and other administrative fees or similar charges
allowed by applicable law with respect to the Receivables collected from Obligors during the related Collection Period.


 


“Swap Counterparty”
means [RESERVED], and any permitted successor pursuant to the terms of each applicable Interest Rate Swap, if any.


 


“Swap Counterparty
Rights Agreement” means the swap counterparty rights agreement,
dated as of the Closing Date, as amended, supplemented or otherwise modified and in effect from time to time, by and among the
Trust, the Swap Counterparty, the Depositor and World Omni, if any.


 


“Swap
Termination Payment Amount” means any amount due to the Swap Counterparty from the Trust in respect of an Early Termination
Date of the applicable Interest Rate Swap, if any.


 


“Total Available
Funds” means with respect to any Payment Date, an amount equal to Available Funds and funds available from the Negative
Carry Account, if any, up to the Negative Carry Amount.


 


“Total Required
Advances” means, with respect to any Payment Date for each Receivable (other than a Non-Recoverable Advance Receivable)
that is more than 30 days delinquent (determined as of the close of business on the last day of the related Collection Period),
an amount equal to the product of (A) one-twelfth, (B) the APR of such Receivable, (C) the Principal Balance of such Receivable
and (D) the number of payments (minus one) that such Receivable is delinquent as of the last day of the related Collection Period.


 




    	App. A-26



    	 



    

 


“Transferor
Certificate” has the meaning assigned in Section 2.04(a) of the Indenture.


 


“Treasury
Regulations” shall mean regulations, including proposed or temporary Regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations
or other successor Treasury Regulations.


 


“Trust”
means World Omni Auto Receivables Trust 2014-A, a Delaware statutory trust.


 


“Trust Account
Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether
in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the
Reserve Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, and all proceeds of the foregoing.


 


“Trust Accounts”
has the meaning assigned thereto in Section 5.01 of the Sale and Servicing Agreement.


 


“Trust Agreement”
means the Trust Agreement, dated as of the Closing Date, between the Depositor
and the Owner Trustee, as the same may be amended and supplemented from time to time; such agreement being the amended and restated
Trust Agreement contemplated by the Initial Trust Agreement.


 


“Trust Certificate”
shall mean a certificate evidencing the beneficial interest of a Person in the trust established by the Trust Agreement and substantially
in the form attached as Exhibit A to such Trust Agreement.


 


“Trust Estate”
means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest
of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the
Indenture Trustee), including all proceeds thereof.


 


“Trust Indenture
Act” or “TIA” means the Trust Indenture Act of 1939 as in force as of the Closing Date, unless otherwise
specifically provided.


 


“Trust Officer”
means, in the case of the Indenture Trustee, any Officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the
particular subject and, with respect to the Owner Trustee, any officer within the Corporate Trust Office of the Owner Trustee with
direct responsibility for the administration of the Trust Agreement and the Basic Documents on behalf of the Owner Trustee.


 




    	App. A-27



    	 



    

 


“Trustee Bank”
means, U.S. Bank Trust National Association in its individual capacity, each bank appointed as successor Owner Trustee under the
Trust Agreement in its individual capacity and each bank appointed as co-trustee under and to the extent provided in the Trust
Agreement in its individual capacity.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended
from time to time.


 


“WOAR”
means World Omni Auto Receivables LLC, a Delaware limited liability company, or its successors.


 


“World Omni”
means World Omni Financial Corp., a Florida corporation, or its successors.


 


“Yield Supplement
Overcollateralization Amount” means, with respect to any calendar month and the related Payment Date, or with respect
to the Initial Cutoff Date or any Subsequent Cutoff Date, the aggregate amount by which the Principal Balance as of the last day
of such calendar month or the respective Cutoff Date of each of the related Receivables with an APR as stated in the related Contract
of less than the Required Rate, other than a Defaulted Receivables, exceeds the present value, calculated by using a discount rate
equal to the Required Rate, of each scheduled payment of each such Receivables assuming such scheduled payment is made on the last
day of each month and each month has 30 days.


 




    	App. A-28



    	 



    

 


APPENDIX A



PART II - RULES OF CONSTRUCTION


 


(A)          Accounting
Terms. As used in this Appendix or the Basic Documents, accounting terms which are not defined, and accounting terms partly
defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To
the extent that the definitions of accounting terms in this Appendix or the Basic Documents are inconsistent with the meanings
of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the Basic Documents
will control.


 


(B)          “Hereof,”
etc.: The words “hereof,” “herein” and “hereunder” and words of similar import when used
in this Appendix or any Basic Document will refer to this Appendix or such Basic Document as a whole and not to any particular
provision of this Appendix or such Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any
Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such Basic Document unless otherwise
specified. The word “or” is not exclusive.


 


(C)          Use of “related”
as used in this Appendix and the Basic Documents, with respect to any Payment Date, the “related Payment Determination Date,”
the “related Collection Period,” and the “related Record Date” will mean the Payment Determination Date,
the Collection Period, and the Record Date, respectively, immediately preceding such Payment Date. With respect to any Purchase
Date, the “related Cutoff Date” will mean the Cutoff Date established for the closing of the purchase of Receivables
on that Purchase Date.


 


(D)          Use of “outstanding”
etc. Whenever the term “outstanding Notes,” “outstanding principal amount” and words of similar import
are used in this Appendix or any Basic Document for purposes of determining whether the Noteholders of the requisite outstanding
principal amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or
under any Basic Document, Notes owned by the Issuing Entity, any other obligor upon the Notes, the Depositor
or any Affiliate of any of the foregoing Persons (it being understood that the Owner Trustee in its individual capacity shall not
be considered an Affiliate of any of the foregoing) shall be disregarded and deemed not to be outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as “outstanding” if the pledgee establishes to the satisfaction of the Indenture Trustee
the pledgor’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity, any other obligor
upon the Notes, the Depositor or any Affiliate of any of the foregoing
Persons.


 


(E)          Number and
Gender. Each defined term used in this Appendix or the Basic Documents has a comparable meaning when used in its plural or
singular form. Each gender-specific term used in this Appendix or the Basic Documents has a comparable meaning whether used in
a masculine, feminine or gender-neutral form.


 




    	App. A-29



    	 



    

 


(F)          Including.
Whenever the term “including” (whether or not that term is followed by the phrase “but not limited to”
or “without limitation” or words of similar effect) is used in this Appendix or the Basic Documents in connection with
a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be
interpreted as a limitation on, or exclusive listing of, the items within that classification.


 


(G)          UCC References.
References to sections or provisions of Article 9 of the UCC in any of the Basic Documents shall be deemed to be automatically
updated to reflect the successor, replacement or functionally equivalent sections or provisions of Revised Article 9, Secured Transactions
(2000) at any time in any jurisdiction which has made such revised article effective.


 


(H)          References
to a Class of Notes. Unless otherwise specified, references to a class of Notes, includes all the tranches included in such
class of Notes.


 






    	App. A-30



    	 



    

 


APPENDIX
B


 


Additional
Representations and Warranties


 


		1.	This
                                         Agreement, the Receivables Purchase Agreement and the Indenture create a valid and continuing
                                         security interest (as defined in the applicable UCC) in the Receivables in favor of the
                                         Indenture Trustee, which security interest is prior to all other Liens, and is enforceable
                                         as such as against creditors of and purchasers from World Omni, the Depositor and the
                                         Trust, respectively.



 


		2.	World
                                         Omni has taken all steps necessary to perfect its security interest against each Obligor
                                         in the property securing the Receivables.



 


		3.	The
                                         Receivables constitute “tangible chattel paper” within the meaning of the
                                         applicable UCC.



 


		4.	World
                                         Omni owns and has good and marketable title to the Receivables and will transfer the
                                         Receivables free and clear of any Lien, claim or encumbrance of any Person.



 


		5.	World
                                         Omni has caused or will have caused, within ten days, the filing of all appropriate financing
                                         statements in the proper filing office in the appropriate jurisdictions under applicable
                                         law in order to perfect the security interest in the Receivables granted to the Depositor
                                         under the Receivables Purchase Agreement, to the Issuing Entity hereunder and to the
                                         Indenture Trustee under the Indenture.



 


		6.	Other
                                         than (a) any security interests which have been released prior to or in connection with
                                         the execution of the Basic Documents and (b) the security interests granted to the Depositor,
                                         the Issuing Entity, and the Indenture Trustee pursuant to the Basic Documents, none of
                                         World Omni, the Depositor or the Issuing Entity has pledged, assigned, sold, granted
                                         a security interest in, or otherwise conveyed any of the Receivables. None of World Omni,
                                         the Depositor or the Issuing Entity has authorized the filing of, and is not aware of,
                                         any financing statements against World Omni, the Depositor or the Issuing Entity that
                                         include a description of collateral covering the Receivables other than any financing
                                         statement relating to the security interests granted to the Depositor, the Issuing Entity,
                                         and the Indenture Trustee under the Basic Documents or a financing statement that has
                                         been terminated with respect to the Receivables. None of World Omni, the Depositor or
                                         the Issuing Entity is aware of any judgment or tax lien filings against World Omni, the
                                         Depositor or the Issuing Entity.



 


		7.	World
                                         Omni, as Servicer, has in its possession all original copies of the Receivable Files
                                         that constitute or evidence the Receivables. The Receivables Files that constitute or
                                         evidence the Receivables do not have any marks or notations indicating that they have
                                         been pledged, assigned or otherwise conveyed to any Person other than the Depositor,
                                         the Issuing Entity or the Indenture Trustee. All financing statements filed or to be
                                         filed against World Omni, the Depositor or the Issuing Entity in favor of the Depositor,
                                         the Issuing Entity or the Indenture Trustee, respectively, in connection herewith describing
                                         the Receivables contain a statement to the following effect: “A purchase of or
                                         security interest in any collateral described in this financing statement will violate
                                         the rights of the Noteholders.”



 






    	App. B